10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2007
Or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from          to

Commission File Number 000-31803

Transmeta Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware	77-0402448
(State of Incorporation)	(IRS Employer Identification No.)

2540 Mission College Boulevard, Santa Clara, CA 95054

(Address of Principal Executive Offices, Including Zip Code)

(408) 919-3000

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, par value $0.00001 per share	NASDAQ Global Market
Preferred Stock Purchase Rights	NASDAQ Global Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o     No þ

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o     No þ

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer o Accelerated filer þ Non-accelerated filer o Smaller reporting company o

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o     No þ

The aggregate market value of the registrant’s common stock, $0.00001 par value per share, held by non-affiliates of the registrant on June 30, 2007, the last business day of the registrant’s most recently completed second fiscal quarter, was $137,140,150 (based on the closing sales price of the registrant’s common stock on that date). Shares of the registrant’s common stock held by each officer and director and each person who owns 5% or more of the outstanding common stock of the registrant have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of February 15, 2008, 12,146,510 shares of the registrant’s common stock, $0.00001 par value per share, were issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement for its 2008 Annual Meeting of Stockholders (the “Proxy Statement”), to be filed within 120 days of the end of the fiscal year ended December 31, 2007, are incorporated by reference into Parts II and III hereof. Except with respect to information specifically incorporated by reference in this 10-K, the Proxy Statement is not deemed to be filed as part hereof.

TRANSMETA CORPORATION

FISCAL YEAR 2007 FORM 10-K

INDEX

Item			Page
		Caution Regarding Forward-Looking Statements		2
PART I
	Item 1.	Business		3
	Item 1A.	Risk Factors		7
	Item 1B.	Unresolved Staff Comments		14
	Item 2.	Properties		14
	Item 3.	Legal Proceedings		14
	Item 4.	Submission of Matters to a Vote of Security Holders		16
PART II
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		17
	Item 6.	Selected Financial Data		18
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		35
	Item 8.	Financial Statements and Supplementary Data		36
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		78
	Item 9A.	Controls and Procedures		78
	Item 9B.	Other Information		80
PART III
	Item 10.	Directors, Executive Officers and Corporate Governance		80
	Item 11.	Executive Compensation		80
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		80
	Item 13.	Certain Relationships and Related Transactions, and Director Independence		80
	Item 14.	Principal Accountant Fees and Services		80
PART IV
	Item 15.	Exhibits and Financial Statement Schedules		81
SIGNATURES				82
POWER OF ATTORNEY				83
INDEX TO EXHIBITS				84
EXHIBIT 10.37
EXHIBIT 10.38
EXHIBIT 23.01
EXHIBIT 31.01
EXHIBIT 31.02
EXHIBIT 32.01
EXHIBIT 32.02

We were incorporated in California in March 1995 and reincorporated in Delaware in October 2000. Our principal executive offices are located at 2540 Mission College Boulevard, Santa Clara, California 95054, and our telephone number at that address is (408) 919-3000. Transmeta^®, the Transmeta logo, Crusoe^®, the Crusoe logo, Code Morphing^®, LongRun^®, LongRun2^tm, Efficeon^® and AntiVirusNX^tm are trademarks of Transmeta Corporation in the United States and other countries. All other trademarks or trade names appearing in this report are the property of their respective owners.

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CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements that are based upon our current expectations, estimates and projections about our business and our industry, and that reflect our beliefs and certain assumptions based upon information made available to us at the time of this report. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “could,” “will”, “might” and variations of these words or similar expressions are intended to identify forward-looking statements. Such statements include, but are not limited to, statements concerning anticipated trends or developments in our business and the markets in which we operate, the competitive nature and anticipated growth of those markets, our expectations for our future performance and the market acceptance of our technologies, and our future gross margins, operating expenses and need for additional capital.

Investors are cautioned that such forward-looking statements are only predictions, which may differ materially from actual results or future events. These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Some of the important risk factors that may affect our business, results of operations and financial condition are set out and discussed below in the section entitled Item 1A “Risk Factors.” You should carefully consider those risks, in addition to the other information in this report and in our other filings with the Securities and Exchange Commission (“SEC”), before deciding to invest in our company or to maintain or change your investment. Investors are cautioned not to place reliance on these forward-looking statements, which reflect management’s analysis only as of the date of this report. We undertake no obligation to revise or update any forward-looking statement for any reason.

PART I

Financial terminology, used widely throughout this annual report, has been abbreviated and, as such, these abbreviations are defined below for your convenience:

Accounting Principles Board opinion	APB Opinion
Black-Scholes-Merton valuation model	BSM model
FASB Emerging Issues Task Force issue	EITF Issue
FASB Interpretation	FIN
FASB Staff Accounting Position	FSP
Financial Accounting Standards Board	FASB
SEC Staff Accounting Bulletin	SAB
Securities and Exchange Commission	SEC

From time to time we will refer to the abbreviated names of certain entities and, as such, have provided a chart to indicate the full names of those entities for your convenience.

Advanced Micro Devices, Inc.	AMD
Advanced Semiconductor Engineering	ASE
Fujitsu Limited	Fujitsu
Hewlett-Packard International Pte Inc.	HP
IBM Corporation	IBM
Intel Corporation	Intel
Microsoft Corporation	Microsoft
NEC Electronics	NEC
Seiko Epson Corporation	Epson
Sony Corporation	Sony
Toshiba Corporation	Toshiba

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Item 1.   Business

General

Transmeta Corporation (“Transmeta”, the “Company” or “We”) develops and licenses innovative computing, microprocessor and semiconductor technologies and related intellectual property. Founded in 1995, we first became known for designing, developing and selling our highly efficient x86-compatible software-based microprocessors, which deliver a balance of low power consumption, high performance, low cost and small size suited for diverse computing platforms. We are presently focused on licensing to other companies our advanced power management technologies for controlling leakage and increasing power efficiency in semiconductor devices (licensed under our LongRun2^tm trademark) and our portfolio of intellectual property rights.

From our inception in 1995 through the fiscal year ended December 31, 2004, our business model was focused primarily on designing, developing and selling highly efficient x86-compatible software-based microprocessors. In 2003, we began diversifying our business model to establish a revenue stream based upon the licensing of certain of our intellectual property and advanced computing and semiconductor technologies. In January 2005, we put most of our microprocessor products to end-of-life status and began modifying our business model to further leverage our intellectual property rights and to increase our business focus on licensing our advanced power management and other proprietary technologies. In 2005, we also entered into strategic alliance agreements with Sony and Microsoft to leverage our microprocessor design and development capabilities by providing engineering services to those companies under contract. During 2005 and 2006, we pursued three lines of business: (1) licensing of intellectual property and technology, (2) engineering services, and (3) product sales.

In 2007, we streamlined and restructured our operations to focus on our core business of developing and licensing intellectual property and technology. During the first two quarters of 2007, we reduced our workforce by approximately 140 employees and initiated the closure of our offices in Taiwan and Japan. As a result of our operational streamlining activities in fiscal 2007, we have ceased pursuing engineering services as a separate line of business, ceased our operations relating to microprocessor production support and exited the business of selling microprocessor products. On December 31, 2007, we entered into a settlement agreement with Intel resolving our patent litigation and licensing to Intel our patents and our LongRun and LongRun2 technologies.

In 2008, we will focus on developing and licensing our advanced technologies and intellectual property as our primary line of business.

Our Licensing Business

We began the commercial licensing of certain of our intellectual property and advanced computing and semiconductor technologies in 2003, and this now constitutes our core business.

We have derived most of our licensing revenue from licensing agreements relating to our proprietary LongRun2 technologies for advanced power management and transistor leakage control. Since March 2004, we have received more than $38 million in license revenues from four licenses of our LongRun2 technologies to NEC, Fujitsu, Sony and Toshiba. Those licensing agreements include deliverable-based technology transfer fees, maintenance and service fees, and subsequent royalties on products incorporating our licensed technologies. In 2007, as part of the Intel settlement agreement, we granted to Intel a license to our LongRun and LongRun2 technologies. We intend to continue our efforts to license our advanced power management technologies to other semiconductor companies.

Our LongRun2 technologies are a suite of advanced power management, leakage control and process compensation technologies that can reduce leakage power and process variations in semiconductor devices that are designed and manufactured in advanced submicron geometries. We believe that our proprietary LongRun2 technologies offer a unique and valuable solution to certain problems that result from continued process geometry scaling in the semiconductor industry. As semiconductor manufacturing geometries continue to shrink, the industry’s conventional approach to process scaling becomes increasingly complicated by two problems: increased process variation, which results in manufacturing yield loss and cost increases, and increased transistor leakage, which in turn increases power consumption in semiconductor devices. Our LongRun2 technologies address these problems by permitting post-manufacturing correction of process variation and optimal control of transistor

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leakage. Our LongRun2 technologies include advanced algorithms, innovative circuits, unique devices and structures, process techniques, software and manufacturing optimization methods. Advantages of our LongRun2 technologies include:

•  post-manufacturing correction of process variation

•  optimal control of transistor leakage

•  reduction of active and standby power

•  patented area-saving interconnect technology

More recently, we have also sought to license our advanced microprocessor and computing technologies and intellectual property to other companies. We currently hold more than 275 issued and pending U.S. patents covering diverse computing technologies. In 2007, as part of our settlement agreement with Intel, we granted to Intel a worldwide non-exclusive license to all of our patents and patent applications, including any patent rights later acquired by us, now existing or as may be filed during the next ten years. We are seeking to license our microprocessor technologies and patents to other companies for value, and we have recently granted some limited evaluation licenses to selected companies as a means of promoting some of our technologies for commercial licensure.

Our Services Business

We provide engineering and support services as an important element of our technology licensing business, but we discontinued pursuing engineering services as a separate line of business in 2007.

In 2005, 2006 and the first quarter of 2007, we derived substantial revenue from performing engineering services for Sony and Microsoft under contracts that we completed in the first quarter of 2007. In spite of our successful execution on our services work, the demand for such services was unpredictable and varied from quarter to quarter, and we determined that the high cost structure and low growth potential of our engineering services business was not consistent with our business model in 2007. In 2007, we restructured our operations to realign our headcount and expenses with our core business of licensing technology and intellectual property.

Our Product Business

In 2007, we restructured our operations and exited the business of selling microprocessor products. Historically, our product business focused on designing, developing and selling energy efficient x86-compatible microprocessor products, including products in both our Crusoe^® and Efficeon^tm microprocessor families. We put most of our microprocessor products to end-of-life status in 2005, and we derived only minimal product revenue from sales of our Crusoe and Efficeon microprocessors in 2006. In June 2006, we entered into an agreement with AMD, providing for AMD to distribute, on an exclusive basis worldwide, a special version of our 90 nanometer Efficeon microprocessor designed for Microsoft’s FlexGo technology. In 2006, we built our inventory of 90 nanometer Efficeon products in anticipation of a ramp in demand resulting from the Microsoft FlexGo program, but our sales of 90 nanometer Efficeon products were minimal during 2006 and we have not received any production orders for our special FlexGo-enabled Efficeon products. Accordingly, we recorded an inventory write down for our remaining 90 nanometer Efficeon products as of December 31, 2006.

Manufacturing

In 2007, we reduced our workforce and effectively ceased our operations relating to manufacturing support for our microprocessor products. Historically, we used Fujitsu, a third-party manufacturer for fabrication of wafers for our 90 nanometer Efficeon products. ASE performed the testing, assembly and packaging of our 90 nanometer Efficeon products.

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Customers and Concentration

We have derived the majority of our revenue from a limited number of customers. Additionally, we derive a significant portion of our revenue from customers located in Asia, which subjects us to economic cycles in that region as well as the geographic areas in which they sell their products implementing our licensed technologies.

As of December 31, 2007, we have licensed our proprietary LongRun2 and advanced power management technologies to NEC, Fujitsu, Sony, Toshiba and Intel. In 2007, we received sample shipment royalties from NEC for products using Transmeta’s LongRun2 technologies that were sold up to September 30, 2007. We expect to recognize in the first quarter of 2008 royalty revenue from production shipments made by NEC in the fourth quarter of 2007.

In 2007, under our settlement agreement with Intel, we agreed to grant Intel a perpetual, worldwide non-exclusive license to all of our patents and patent applications, including any patent rights later acquired by us, now existing or as may be filed during the next ten years. The settlement agreement also provides for us to make a technology transfer of our now-existing LongRun and LongRun2 technologies to Intel.

In 2007, we derived services revenue from our performance of LongRun2 technology-related services for Toshiba. In addition, we completed our performance of engineering services under design services agreements with Sony and Microsoft.

In 2007, we derived $0.2 million of product revenue from our sales of previously fully-reserved microprocessor products in our Crusoe and Efficeon product lines.

For 2005, revenues from Sony, Fujitsu and HP each accounted for greater than 10% of our total revenues. For 2006, revenues from Sony, Microsoft and Toshiba each accounted for greater than 10% of our total revenues. For 2007, revenues from Sony and Toshiba each accounted for greater than 10% of our total revenues.

Competition

The development of power management and transistor leakage control technologies is an emerging field subject to rapid technological change, and our competition for the development and licensing of such technologies is unknown and could increase. Our LongRun2 technologies are highly proprietary and, though the subject of patents and patents pending, are marketed primarily as trade secrets subject to strict confidentiality protocols. Although we are not aware of any other company offering or demonstrating any comparable power management or leakage control technologies, we note that most semiconductor companies have internal efforts to reduce transistor leakage and power consumption in current and future semiconductor products. Our current and prospective licensees are larger, technologically sophisticated companies, which generally have internal efforts to develop their own technological solutions. We expect to compete against any emerging competition on the basis of several factors, including the following:

•  technical innovation;

•  performance of our technology;

•  compatibility with other semiconductor design, materials and manufacturing choices by current and prospective licensees;

•  sufficient technical personnel available to provide relevant services and technical support; and

•  reputation and branding.

Many of our current and potential competitors have longer operating histories, significantly greater financial, technical, product development and marketing resources, greater name recognition, significantly greater influence and leverage in the industry and much larger customer bases than we do. We may not be able to compete effectively against current and potential competitors, especially those with significantly greater resources and market leverage.

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Intellectual Property

Our success depends upon our ability to secure and maintain legal protection for the proprietary aspects of our technology and to operate without infringing the proprietary rights of others. We rely on a combination of patents, copyrights, trademarks, trade secret laws and contractual restrictions on disclosure to protect our intellectual property rights. Our intellectual property rights include numerous issued U.S. patents, with expiration dates ranging from 2011 to 2026. We also have a number of patent applications pending in the United States and in other countries. It is possible that no more patents will be issued from patent applications that we have filed. Our existing patents and any additional patents that may be issued may not provide sufficiently broad protection to protect our proprietary rights. We hold a number of trademarks, including Transmeta, LongRun, LongRun2, Code Morphing software, Crusoe, Efficeon, and AntiVirusNX.

Legal protections afford only limited protection for our technology. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or to obtain and use information that we regard as proprietary. In addition, the laws of some foreign countries do not protect our proprietary rights to the same extent as do the laws of the United States. Attempts may be made to copy or reverse engineer aspects of our products or to obtain and use information that we regard as proprietary. Accordingly, we may not be able to prevent misappropriation of our technology or deter others from developing similar technology. Furthermore, policing the unauthorized use of our products or technology is difficult. Leading companies in the semiconductor industry have extensive intellectual property portfolios relating to semiconductor technology. From time to time, third parties, including these leading companies, may assert exclusive patent, copyright, trademark and other intellectual property rights to technologies and related methods that are important to us. We have received, and may in the future receive, communications from third parties asserting patent or other intellectual property rights covering our products. There are currently no such third party claims that we believe to be material. Litigation may be necessary to enforce our intellectual property rights, to protect our trade secrets, to defend against claims of infringement or invalidity, or to determine the validity and scope of the proprietary rights of others

In October 2006, we filed a lawsuit against Intel in the United States District Court for the District of Delaware for infringement of ten of our U.S. patents covering computer architecture and power efficiency technologies. Our complaint, as amended, charged Intel with infringing 11 Transmeta patents by making and selling a variety of microprocessor products, and requested an injunction against Intel’s sales of infringing products as well as monetary damages. Intel filed its answer in January 2007, denying infringement of any of the Transmeta patents and asserting that all of our patents in suit are invalid and unenforceable for inequitable conduct. Intel’s answer also included counterclaims alleging that we infringed seven Intel patents by making and selling our Crusoe and Efficeon family of processors. Intel requested an injunction against our sales of infringing products as well as monetary damages. In February 2007, we filed our reply to Intel’s counterclaims, denying infringement of any of the Intel patents and contending that all of the Intel patents are invalid and that three of the Intel patents are unenforceable for inequitable conduct. Intel also filed requests with the Patent and Trademark Office (PTO) for reexamination of all 11 of our patents in suit. In October 2007, we entered into and announced a binding term sheet with Intel to settle all claims between Transmeta and Intel. On December 31, 2007, we and Intel entered into a settlement, release and license agreement and a LongRun and LongRun2 technology license agreement to effectuate that settlement. The settlement, release and license agreement provides for Intel to make an initial $150 million payment to us within 30 days of December 31, 2007, as well as annual payments of $20 million on January 31 of each of the next five years, 2009 through 2013, for total payments of $250 million. The agreement grants Intel a perpetual non-exclusive license to all of our patents and patent applications, including any patent rights later acquired by us, now existing or as may be filed during the next ten years. We also agreed to transfer technology and to grant to Intel a non-exclusive license to our LongRun and LongRun2 technologies and future improvements. Intel granted us a covenant not to sue us for development and licensing to third parties of our LongRun and LongRun2 technologies. Finally, we agreed to dismiss our patent litigation with prejudice and for a mutual general release of all claims between the parties, with each party to bear its own costs. On January 28, 2008, Intel made and we received the initial payment of $150 million. On January 31, 2008, we and Intel jointly filed a stipulation of dismissal with the United States District Court in Delaware dismissing this case with prejudice.

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Employees

At December 31, 2007, we employed 35 people in the United States. Of these employees, 24 were engaged in research and development and 11 were engaged in sales, general and administrative functions. We believe that our employee relations are good. None of our employees is subject to any collective bargaining agreements. We believe that our future success depends in part upon our continued ability to retain and hire qualified personnel.

Available Information

We make available free of charge on or through our Internet address located at www.transmeta.com our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (“Securities Exchange Act”), as soon as reasonably practicable after we electronically file that material with, or furnish it to, the SEC. Materials we file with the SEC may be read and copied at the SEC’s Public Reference Room at 450 Fifth Street, NW, Washington, D.C. 20549. This information may also be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. We will provide a copy of any of the foregoing documents to stockholders upon request.

Item 1A.   Risk Factors

The factors discussed below are cautionary statements that identify important risk factors that could cause actual results to differ materially from those anticipated in the forward-looking statements in this Annual Report on Form 10-K. If any of the following risks actually occurs, our business, financial condition and results of operations would suffer. In this case, the trading price of our common stock could decline and investors might lose all or part of their investment in our common stock.

We have a history of losses, and we must successfully execute our current business plan if we are to sustain our operations.

For the fiscal years ended December 31, 2007 and 2006, we had negative cash flows from our operations of $43.5 million and $19.9 million, respectively. Except for the second, third, and fourth quarters of fiscal 2005, we have historically reported negative cash flows from operations, because the gross profit, if any, generated from our operations has not been sufficient to cover our operating cash requirements. Since our inception, we have incurred a cumulative loss aggregating $742.2 million, which includes net losses of $63.2 million for fiscal 2007 (excluding $3.6 million deemed dividend for beneficial conversion feature of preferred stock), $23.5 million in fiscal 2006, $6.2 million in fiscal 2005, $106.8 million in fiscal 2004, and $87.6 million in fiscal 2003. The cumulative net losses since inception have reduced stockholders’ equity to $1.6 million at December 31, 2007.

In 2007, we streamlined and restructured our operations to focus on our core business of developing and licensing intellectual property and technology. As a result of our operational streamlining activities, we have ceased to pursue engineering services as a separate line of business, ceased our operations relating to microprocessor production support, and exited the business of selling microprocessor products. We will focus on our primary line of business in developing and licensing our advanced technologies and intellectual property in 2008.

We substantially restructured our operations and changed our business plan in 2007, and we might fail to operate successfully under our current business plan.

In 2007, we substantially restructured our operations and reduced our workforce to focus on our core business of developing and licensing intellectual property and technology. We might not succeed in operating under our business plan for many reasons. These reasons include the risks that we might not be able to continue developing viable technologies, achieve market acceptance for our technologies, earn adequate revenues from our licensing business, or achieve profitability. Employee concern about such risks or the effect of our restructuring plan on their workloads or continued employment might cause our employees to seek or accept other employment, depriving us of the human and intellectual capital that we need in order to succeed. Because we necessarily lack historical operating and financial results for our current business plan, it will be difficult for us, as well as for investors, to

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predict or evaluate our business prospects and performance. Our business prospects must be considered in light of the uncertainties and difficulties frequently encountered by companies undergoing a business transition or in the early stages of development.

We might lose key technical or management personnel, on whose knowledge, leadership and technical expertise we rely. Such losses could prevent us from operating successfully under our current business plan.

Our success under our current business plan depends heavily upon the contributions of our key technical and management personnel, whose knowledge, leadership and technical expertise would be difficult to replace. Many of these individuals have developed specialized knowledge and skills relating to our technologies and business. Our restructuring plan resulted in substantial headcount reductions in 2007, and employee concern about the future of the business and their continued prospects for employment may cause our employees to seek employment elsewhere, depriving us of the human and intellectual capital we need to be successful. We have also had substantial turnover in our management team during 2007, including the February 2007 appointment of Lester M. Crudele as our president and chief executive officer, the August 2007 appointment of Sujan Jain as our chief financial officer, the December 2007 appointment of Daniel L. Hillman as our vice president of engineering, and the separation of several former officers from Transmeta during the first half of 2007. All of our executive officers and key personnel are employees at will. We have no individual employment contracts and do not maintain key person insurance on any of our personnel. We might not be able to execute on our business model if we were to lose the services of any of our key personnel. If any of these individuals were to leave our company unexpectedly, we could face substantial difficulty in hiring qualified successors and could experience a loss in productivity while any such successor develops the necessary training and experience.

Our recent restructuring and the evolution of our business could place significant strain on our management systems, infrastructure and other resources, and our business may not succeed if we fail to manage such changes effectively.

Our ability to succeed under our current business plan after restructuring our operations in 2007 requires effective planning and management process. Changes in our business plans could place significant strain on our management systems, infrastructure and other resources. In addition, we expect that we will continue to improve our financial and managerial controls and procedures. If we fail to manage these processes and resources effectively, our employee-related costs and employee turnover could increase and our business may not succeed.

Our current business plan depends on increasing our LongRun2 licensing revenue, and we might be unsuccessful in our efforts to license our LongRun2 technology to other parties.

Our licensing business depends on our successful attraction of new licensees. Our ability to enter into new LongRun2 licensing agreements depends in part upon the adoption of our LongRun2 technology by our licensees and potential licensees, and the success of the products incorporating our technology sold by licensees. While we anticipate that we will continue our efforts to license our technology to licensees, we cannot predict the timing or the extent of any future licensing revenue, and past levels of license revenues may not be indicative of future periods.

We have limited visibility regarding when and to what extent our licensees will use our LongRun2 or other licensed technologies, and we might be unsuccessful in our efforts to generate royalty revenue.

We have earned only limited royalties from one of our LongRun2 licensees, and we have not yet earned nor received any royalties from any of our other LongRun2 licensees. Our receipt of royalties from our LongRun2 licenses depends on our licensees’ incorporating our technology into their manufacturing and products, bringing their products to market, and the success of their products. Our licensees are not contractually obligated to manufacture, distribute or sell products using our licensed technologies. Thus, our entry into and full performance of our obligations under our LongRun2 licensing agreements do not necessarily assure us of any future royalty revenue. Any royalties that we are eligible to receive are based upon our licensees’ use of our licensed technologies and, as a result, we do not have direct access to information that would enable us to forecast the timing and amount

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of any future royalties. Factors that negatively affect our licensees and their customers could adversely affect our future royalties. The success of our licensees is subject to a number of factors, including:

•  the competition that our licensees face and the market acceptance of their products;

•  the pricing policies of our licensees for their products incorporating our technology;

•  the engineering, marketing and management capabilities of our licensees and technical challenges unrelated to our technology that they face in developing their products; and

•  the financial and other resources of our licensees.

Because we do not control the business practices of our licensees and their customers, we have little influence or information regarding the extent to which our licensees promote or use our technology.

We face intense competition in the development of advanced technologies. Our customers and competitors are much larger than we are and have significantly greater resources. We may not be able to compete effectively.

The development of power management and transistor leakage control technologies is an emerging field subject to rapid technological change, and our competition for licensing such technologies, and providing related services, is unknown and could increase. Our LongRun2 technologies are highly proprietary and, though the subject of patents and patents pending, are marketed primarily as trade secrets subject to strict confidentiality protocols. Although we are not aware of any other company having developed, offered or demonstrated any comparable power management or leakage control technologies, we note that most semiconductor companies have internal efforts to reduce transistor leakage and power consumption in current and future semiconductor products. Indeed, all of our current and prospective licensees are larger, technologically sophisticated companies, which generally have significant resources and internal efforts to develop their own technological solutions.

We might be unable to keep pace with technological change in our industry, and our technology offerings might not be competitive.

The semiconductor industry is characterized by rapid technological change. Our technology offerings may not be competitive if we fail to develop and introduce new technology or technology enhancements that meet evolving customer demands. It may be difficult or costly for us, or we may not be able, to enhance existing technologies to fully meet customer demands, particularly in view of our recent restructuring of our operations.

We might experience payment disputes for amounts owed to us under our LongRun2 licensing agreements, and such a dispute may harm our business results.

The standard terms of our LongRun2 license agreements require our licensees to document the royalties owed to us from the sale of products that incorporate our technology and report this data to us on a quarterly basis. While standard license terms give us the right to audit books and records of our licensees to verify this information, audits can be expensive, time consuming, and potentially detrimental to our ongoing business relationship with our licensees. Our failure to audit our licensees’ books and records may result in us receiving more or less royalty revenues than we are entitled to under the terms of our license agreements. The result of such royalty audits could result in an increase, as a result of a licensee’s underpayment, or decrease, as a result of a licensee’s overpayment, to previously reported royalty revenues. Such adjustments would be recorded in the period they are determined. Any adverse material adjustments resulting from royalty audits or dispute resolutions may harm our business results and cause our stock price to decline. Royalty audits may also trigger disagreements over contract terms with our licensees and such disagreements could hamper customer relations, divert the efforts and attention of our management from normal operations and impact our business operations and financial condition.

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We might experience payment disputes for amounts owed to us under our settlement agreement with Intel, and such a dispute may harm our financial and operational outlook.

Our settlement agreement with Intel provides for Intel to make an initial $150 million payment to us as well as to make annual payments of $20 million for each of the next five years starting January 31, 2009. We received the initial $150 million payment in January 2008. If for any reason we do not receive all of the annual payments of $20 million for each of the next five years from Intel, our financial position and operational outlook would be adversely affected.

We currently derive a substantial portion of our revenue from a small number of customers and licensees, and our operating results would be adversely affected if any customer were to cancel, reduce or delay a transaction.

Our customer base is highly concentrated. For example, revenue from two customers in the aggregate accounted for 89% of total revenue during fiscal 2007. During fiscal 2006 and 2005, three customers in the aggregate accounted for 96% and 83% of total revenue, respectively. We expect that a small number of customers will continue to account for a significant portion of our revenue.

Our customers and licensees are significantly larger than we are and have bargaining power to demand changes in terms and conditions of our agreements. Changes or delays in performance under our agreements could adversely affect our operating results.

We may be unable to protect our proprietary technologies and defend our intellectual property rights. Our competitors might gain access to our technologies, and we might not compete successfully in our markets.

We believe that our success will depend in part upon our proprietary technologies and intellectual property. We rely on a combination of patents, copyrights, trademarks, trade secret laws and contractual obligations with employees and third parties to protect our proprietary technologies and intellectual property. These legal protections provide only limited protection and may be time consuming and expensive to obtain and enforce. If we fail to protect our proprietary rights adequately, our competitors or potential licensees might gain access to our technology. As a result, our competitors might use or offer similar technologies, and we might not be able to compete successfully. Moreover, despite our efforts to protect our proprietary rights, unauthorized parties may copy aspects of our products and technologies, and obtain and use information that we regard as proprietary. Also, our competitors may independently develop similar, but not infringing, technologies, duplicate our technologies, or design around our patents or our other intellectual property. In addition, other parties may breach confidentiality agreements or other protective contracts with us, and we may not be able to enforce our rights in the event of these breaches. Furthermore, the laws of many foreign countries do not protect our intellectual property rights to the same extent as the laws of the United States. We may be required to spend significant resources to monitor and protect our intellectual property rights. We may initiate claims or litigation against third parties based on our proprietary rights. Any litigation surrounding our rights could force us to divert important financial and other resources from our business operations.

Our pending patent applications may not be approved, and our patents, including any patents that may issue as a result of our patent applications, may not provide us with any competitive advantage or may be challenged by third parties. For example, beginning in March 2007, several months after we brought action against Intel for infringing certain of our patents, Intel filed requests to have those of our patents in suit reexamined by the Patent and Trademark Office (“PTO”), and the PTO granted all of Intel’s requests for reexamination. Such proceedings can be expensive and time consuming, perhaps taking several years to complete, and the schedule for such proceedings is difficult to predict and could be delayed for many reasons, including the increasing popularity of such proceedings. For example, the PTO has yet to take an initial action in most of the patent reexamination proceedings requested by Intel, and the timing of such proceedings is uncertain and can be delayed by many factors, including PTO workload. Our patents might not be upheld, or their claims could be narrowed through amendment, as a result of such proceedings. For example, in three of the reexamination proceedings initiated by Intel, we have proposed to amend

10

certain claims of our patents by adding limitations that we believe would improve those claims. Even the pendency of such proceedings may interfere with or impair our ability to enforce or license our patent rights.

Any dispute regarding our intellectual property may require us to indemnify certain licensees or third parties, the cost of which could severely hamper our business operations and financial condition.

In any potential dispute involving our patents or other intellectual property, our licensees could also become the target of litigation. Our LongRun2 license agreements and certain of our development services agreements provide limited indemnities. Our indemnification obligations could result in substantial expenses. In addition to the time and expense required for us to supply such indemnification to our licensees, a licensee’s development, marketing and sales of licensed products incorporating our LongRun2 technology could be severely disrupted or shut down as a result of litigation, which in turn could severely hamper our business operations and financial condition.

We have significant international business relationships, which expose us to risk and uncertainties.

Most of our current licensees are based in Asia, and many prospective business growth opportunities in our industry are outside of United States. In attempting to conduct and expand business internationally, we are exposed to various risks that could adversely affect our international operations and, consequently, our operating results, including:

•  difficulties and costs of servicing international customers;

•  fluctuations in currency exchange rates;

•  unexpected changes in regulatory requirements, including imposition of currency exchange controls;

•  longer accounts receivable collection cycles;

•  import or export licensing requirements;

•  potentially adverse tax consequences;

•  political and economic instability; and

•  potentially reduced protection for intellectual property rights.

Our operating results are difficult to predict and fluctuate significantly. A failure to meet the expectations of investors could result in a substantial decline in our stock price.

Our operating results fluctuate significantly from quarter to quarter, and we expect that our operating results will fluctuate significantly in the future as a result of one or more of the risks described in this section or as a result of numerous other factors. Additionally, a large portion of our expenses, including rent and salaries, is fixed or difficult to reduce.You should not rely on quarter-to-quarter comparisons of our results of operations as an indication of our future performance. Our stock price has declined substantially since our stock began trading publicly. If our future operating results fail to meet or exceed the expectations of investors, our stock price could be adversely affected.

A sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

Sales of a substantial number of shares of our common stock in the public market could adversely affect the market price of our common stock. Significant sales by an investor or combination of investors during a period of relatively thin trading would likely depress the stock price, at least temporarily, and increase the market’s perception of historic volatility.

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The price of our common stock has been volatile and is subject to wide fluctuations.

The market price of our common stock has been volatile and is likely to remain subject to wide fluctuations in the future. Many factors could cause the market price of our common stock to fluctuate, including:

•  variations in our quarterly results;

•  market conditions in our industry, the industries of our customers and the economy as a whole;

•  announcements of technological innovations by us or by our competitors;

•  introductions of new products or new pricing policies by us or by our competitors;

•  acquisitions or strategic alliances by us or by our competitors;

•  recruitment or departure of key personnel;

•  the gain or loss of significant customers; and

•  changes in the estimates of our operating performance or changes in recommendations by securities analysts.

In addition, the stock market generally and the market for semiconductor and other technology-related stocks in particular has experienced declines for extended periods historically, and could decline from current levels, which could cause the market price of our common stock to fall for reasons not necessarily related to our business, results of operations or financial condition. The market price of our stock also might decline in reaction to events that affect other companies in our industry, even if these events do not directly affect us. Accordingly, you may not be able to resell your shares of common stock at or above the price you paid. Securities litigation is often brought against a company following a period of volatility in the market price of its securities, and we have been subject to such litigation in the past. Any such lawsuits in the future will divert management’s attention and resources from other matters, which could also adversely affect our business and the price of our stock.

If we were to raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders would be reduced, and these newly issued securities might have rights, preferences or privileges senior to those of our then-existing stockholders. For example, during third quarter of 2007 we sold preferred stock to AMD, and common stock and warrants to selected institutional investors. The exercise of such preferred rights or warrants by investors could have an adverse effect on the price of our stock.

We might need to raise additional financing, which might not be available or might be available only on terms unfavorable to us or our stockholders.

Although we believe that our existing cash and cash equivalents and short-term investment balances and cash from operations (including $150 million in cash that we received in January 2008 from Intel) will be sufficient to fund our operations, planned capital and research and development expenditures for the next twelve months, it is possible that we may need to raise significant additional funds through public or private equity or debt. A variety of business contingencies could contribute to our need for funds in the future, including the need to:

•  fund expansion;

•  develop or enhance our products or technologies;

•  enhance our operating infrastructure;

•  respond to competitive pressures; or

•  acquire complementary businesses or technologies.

If we were to raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders would be reduced, and these newly issued securities might have rights, preferences or privileges senior to those of our then-existing stockholders. For example, in order to raise equity financing, we may decide to sell our stock at a discount to our then current trading price, which may have an adverse effect on our future trading price. We might not be able to raise additional financing on terms favorable to us, or at all.

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Our certificate of incorporation and bylaws, stockholder rights plan and Delaware law contain provisions that could discourage or prevent a takeover, even if an acquisition would be beneficial to our stockholders.

Provisions of our certificate of incorporation and bylaws, as well as provisions of Delaware law, could make it more difficult for a third party to acquire us, even if doing so would be beneficial to our stockholders. These provisions include:

•  establishing a classified board of directors so that not all members of our board may be elected at one time;

•  providing that directors may be removed only “for cause” and only with the vote of 662/3% of our outstanding shares;

•  requiring super-majority voting to amend some provisions in our certificate of incorporation and bylaws;

•  authorizing the issuance of “blank check” preferred stock that our board could issue to increase the number of shares outstanding and to discourage a takeover attempt;

•  limiting the ability of our stockholders to call special meetings of stockholders;

•  prohibiting stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders; and

•  establishing advance notice requirements for nominations for election to our board or for proposals that can be acted upon by stockholders at stockholder meetings.

In addition, the stockholder rights plan, which we implemented in 2002, and Section 203 of the Delaware General Corporation Law may discourage, delay or prevent a change in control.

Our business is subject to potential tax liabilities, which could change our effective tax rate.

We are subject to income taxes in the United States and other foreign jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. Although we believe our tax estimates are reasonable, we cannot assure you that the final determination of any tax audits and litigation will not be materially different from that which is reflected in historical income tax provisions and accruals. Should additional taxes be assessed as a result of an audit or litigation, there could be a material effect on our cash, income tax provision and net income in the period or periods for which that determination is made.

Additionally, a number of factors may impact our future effective tax rates including:

•  the jurisdictions in which profits are determined to be earned and taxed;

•  the resolution of issues arising from tax audits with various tax authorities;

•  adjustments to deferred tax assets utilized in 2007 to reduce the tax effect of various tax returns;

•  adjustments to estimated taxes upon finalization of various tax returns;

•  increases in expenses not deductible for tax purposes;

•  changes in available tax credits and available net operating loss carryovers;

•  changes in the valuation of any deferred tax assets and liabilities;

•  changes in share-based compensation; or

•  changes in tax laws or the interpretation of such tax laws and changes in generally accepted accounting principles.

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Our results of operations could vary as a result of the methods, estimates, and judgments we use in applying our accounting policies.

The methods, estimates, and judgments we use in applying our accounting policies have a significant impact on our results of operations (see “Critical Accounting Policies and Estimates” in Item 7 of this Form 10-K). Such methods, estimates, and judgments are, by their nature, subject to substantial risks, uncertainties, and assumptions, and factors may arise over time that lead us to change them. Changes in those methods, estimates, and judgments could significantly affect our results of operations. In particular, the calculation of share-based compensation under SFAS No. 123(R) requires us to use valuation methodologies and a number of assumptions, estimates, and conclusions regarding matters such as expected forfeitures, expected volatility of our share price, the expected dividend rate with respect to our common stock, and the expected exercise behavior of our employees. Under applicable accounting principles, we cannot compare and adjust our expense when we learn about additional information affecting our previous estimates, with the exception of changes in expected forfeitures of share-based awards. Factors may arise over time that leads us to change our estimates and assumptions with respect to future share-based compensation arrangements, resulting in variability in our share-based compensation expense over time. Changes in forecasted share-based compensation expense could affect our cost of revenues; research and development expenses; selling, general and administrative expenses; and our effective tax rate.

We may develop or identify material weaknesses in our internal control over financial reporting.

In compliance with the Sarbanes-Oxley Act of 2002, we test our system of internal control over financial reporting as of December 31 of the applicable fiscal year. In our evaluation as of December 31, 2004, we identified six material weaknesses. A material weakness is a deficiency, or a combination of deficiencies, that results in there being a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected. The material weaknesses that we had identified affected all of our significant accounts. Certain of those material weaknesses resulted in a restatement of our previously filed financial results for the second quarter of fiscal 2004 and affected the balances of our inventories, other accrued liabilities and cost of revenue accounts. We have remediated all of those material weaknesses in our system of internal control over financial reporting, but our restructuring plan effected workforce reductions in our finance personnel during the second and third quarters of 2007, and we cannot assure you that we will not in the future develop or identify material weaknesses or significant deficiencies in our internal control over financial reporting.

Item 1B.   Unresolved Staff Comments

Not applicable.

Item 2.   Properties

We lease a total of approximately 126,225 square feet of office space in Santa Clara, California, under leases expiring in June 2008. As a result of our workforce reductions in fiscal years 2002, 2005 and 2007, we vacated approximately 99,539 square feet of office space in Santa Clara, California. As of December 31, 2007, approximately 57,100 square feet of vacated office space had been subleased. We are still evaluating our alternatives for office space after the current leases expire in June 2008.

During the first half of 2007, we closed our leased office space in Taiwan and Japan and, as of December 31, 2007, we no longer have any remaining obligations under these leases.

Item 3.   Legal Proceedings

We are subject to legal claims and litigation arising in the ordinary course of our business, such as employment or intellectual property claims, including but not limited to the matters described below. Although there are no legal claims or litigation matters pending that we expect to be material in relation to our business, consolidated financial condition, results of operations or cash flows, legal claims and litigation are subject to inherent uncertainties and an adverse result in one or more matters could negatively affect our results.

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Beginning in September 2001, the Company, certain of our directors and former officers, and certain of the underwriters for our initial public offering were named as defendants in three putative shareholder class actions that were consolidated in and by the United States District Court for the Southern District of New York in In re Transmeta Corporation Initial Public Offering Securities Litigation, Case No. 01 CV 6492. The complaints allege that the prospectus issued in connection with our initial public offering on November 7, 2000 failed to disclose certain alleged actions by the underwriters for that offering, and alleges claims against us and several of our directors and former officers under Sections 11 and 15 of the Securities Act of 1933, as amended, and under Sections 10(b) and Section 20(a) of the Securities Exchange Act of 1934, as amended. Similar actions have been filed against more than 300 other companies that issued stock in connection with other initial public offerings during 1999-2000. Those cases have been coordinated for pretrial purposes as In re Initial Public Offering Securities Litigation, Master File No. 21 MC 92 (SAS). In July 2002, we joined in a coordinated motion to dismiss filed on behalf of multiple issuers and other defendants. In February 2003, the District Court granted in part and denied in part the coordinated motion to dismiss, and issued an order regarding the pleading of amended complaints. Plaintiffs subsequently proposed a settlement offer to all issuer defendants, which settlement would provide for payments by issuers’ insurance carriers if plaintiffs fail to recover a certain amount from underwriter defendants. Although we and the individual defendants believe that the complaints are without merit and deny any liability, but because we also wished to avoid the continuing waste of management time and expense of litigation, we accepted plaintiffs’ proposal to settle all claims that might have been brought in this action. Our insurance carriers are part of the proposed settlement, and we and the individual Transmeta defendants expect that our share of any global settlement will be fully funded by our director and officer liability insurance. In April 2006, the District Court held a final settlement approval hearing on the proposed issuer settlement and took the matter under submission. Meanwhile the consolidated case against the underwriter defendants went forward, and in December 2006, the Court of Appeals for the Second Circuit held that a class could not be certified in that case. As a result of the Court of Appeals’ holding, the District Court suggested that the proposed issuer settlement could not be approved in its proposed form and should be modified. In June 2007, the District Court entered an order terminating the proposed settlement based upon a stipulation among the parties to the settlement. It is unclear what impact these developments will have on our case. We expect that the parties will likely seek to reformulate a settlement in light of the Court of Appeal’s ruling, and we believe that the likelihood that we would be required to pay any material amount is remote. It is possible that the parties may not reach a final written settlement agreement or that the District Court may decline to approve any settlement in whole or part. In the event that the parties do not reach agreement on a final settlement, we and the Transmeta defendants believe that we have meritorious defenses and intend to defend any remaining action vigorously.

In October 2006, we filed a lawsuit against Intel in the United States District Court for the District of Delaware for infringement of ten of our U.S. patents covering computer architecture and power efficiency technologies. Our complaint, as amended, charged Intel with infringing 11 Transmeta patents by making and selling a variety of microprocessor products, and requested an injunction against Intel’s sales of infringing products as well as monetary damages. Intel filed its answer in January 2007, denying infringement of any of the Transmeta patents and asserting that all of our patents in suit are invalid and unenforceable for inequitable conduct. Intel’s answer also included counterclaims alleging that we infringed seven Intel patents by making and selling our Crusoe and Efficeon microprocessors. Intel requested an injunction against our sales of infringing products as well as monetary damages. In February 2007, we filed our reply to Intel’s counterclaims, denying infringement of any of the Intel patents and contending that all of the Intel patents are invalid and that three of the Intel patents are unenforceable for inequitable conduct. In October 2007, we entered into and announced a binding term sheet with Intel to settle all claims between Transmeta and Intel. On December 31, 2007, we and Intel entered into a settlement, release and license agreement and a LongRun and LongRun2 technology license agreement to effectuate that settlement. The settlement, release and license agreement provides for Intel to make an initial $150 million payment to us within 30 days of December 31, 2007, as well as annual payments of $20 million for each of the next five years, for total payments of $250 million. The agreement grants Intel a perpetual non-exclusive license to all of our patents and patent applications, including any patent rights later acquired by us, now existing or as may be filed during the next ten years. We also agreed to transfer technology and to grant to Intel a non-exclusive license to our LongRun and LongRun2 technologies and future improvements. Intel granted us a covenant not to sue us for development and licensing to third parties of our LongRun and LongRun2 technologies. Finally, we agreed to dismiss our patent

15

litigation with prejudice and for a mutual general release of all claims between the parties, with each party to bear its own costs. On January 28, 2008, Intel made and we received the initial payment of $150 million. On January 31, 2008, we and Intel jointly filed a stipulation of dismissal with the United States District Court in Delaware dismissing this case with prejudice.

In July 2007, we received a letter on behalf of a putative stockholder, Vanessa Simmonds, demanding that we investigate and prosecute a claim for alleged short-swing trading in violation of Section 16(b) of the Securities Exchange Act of 1934 against the underwriters of our November 2000 initial public offering and unidentified directors, officers and stockholders of Transmeta. On or about October 9, 2007, Simmonds filed a purported shareholder derivative action in the United States District Court for the Western District of Washington, captioned Simmonds v. Morgan Stanley, et al., Case No. C07-1636 RSM, against three of the underwriters of our initial public offering. On or about February 28, 2008, Simmonds filed an amended complaint. None of our current or former directors or officers is named as a party in the action. Transmeta is named only as a nominal defendant in the action, and Simmonds does not seek any remedy or recovery from Transmeta.

On January 31, 2008, the directors and certain officers of the Company were named as defendants in a purported shareholder derivative action in the Superior Court for Santa Clara County, California, captioned Riley Investment Partners Investment Fund, L.P., et al. v. Horsley, et al. (Transmeta Corp.), Case No. 1:08-CV-104667. The complaint alleges claims for breach of fiduciary duty, gross mismanagement, waste of corporate assets and abuse of control relating to the compensation of the Company’s management. Defendants filed a demurrer to the complaint in March 2008, and the Court has scheduled a hearing on defendants’ demurrer for May 2, 2008.

Item 4.   Submission of Matters to a Vote of Security Holders

Not applicable.

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PART II

Item 5.   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information for Common Stock

Our common stock began trading on the NASDAQ Global Market on November 6, 2000 under the symbol “TMTA”. The following table shows the high and low sale prices reported on the NASDAQ Global Market for the periods indicated. The market price of our common stock has been volatile. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Risks That Could Affect Future Results.” On February 15, 2008, the closing price of our common stock was $13.72.

	High		Low
Fiscal year ended December 31, 2006
First quarter	$	43.60	$	22.60
Second quarter		47.40		26.00
Third quarter		33.60		21.40
Fourth quarter		26.80		21.80
Fiscal year ended December 31, 2007
First quarter	$	22.80	$	11.00
Second quarter		15.20		5.60
Third quarter		20.80		5.68
Fourth quarter		15.70		4.10

Stockholders

As of February 15, 2008, we had approximately 500 holders of record of our common stock. This does not include the number of persons whose stock is in nominee or “streetname” accounts through brokers.

Dividends

We have never declared or paid cash dividends on our common stock. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business and do not anticipate declaring or paying any cash dividends on our common stock in the foreseeable future.

Securities Authorized For Issuance Under Equity Compensation Plans

The information required by this item is incorporated by reference to the caption “Equity Compensation Plan Information” in our Proxy Statement for our 2008 Annual Meeting.

Company Stock Price Performance

The stock price performance graph below is required by the SEC. It shall not be deemed filed with the SEC or incorporated by reference by any general statement incorporating this Annual Report on Form 10-K by reference into any filing under the Securities Act of 1933, as amended (“Securities Act”), or under the Securities Exchange Act, except to the extent that we specifically incorporate this information by reference.

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The graph below compares the cumulative total stockholder return on our common stock with the cumulative total return on the NASDAQ Composite Index and the RDG Semiconductor Composite Index over the same period. The graph assumes that $100 was invested in our common stock, the NASDAQ Composite Index and the RDG Semiconductor Composite Index on December 31, 2002, and calculates the annual return through December 31, 2007, and assumes the reinvestment of dividends, if any. The stock price performance shown in the graph below is based on historical data and does not necessarily indicate future stock price performance.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN

Among Transmeta Corporation, The NASDAQ Composite Index

And The RDG Semiconductor Composite Index

* $100 invested on 12/31/02 in stock or index-including reinvestment of dividends. Fiscal year ending December 31.

Item 6.   Selected Financial Data

The following table reflects selected consolidated financial information for Transmeta for the past five fiscal years. We have prepared this information using the historical audited consolidated financial statements of our company for the five years ended December 31, 2007. Such data is derived from our consolidated financial statements and should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Item 8, “Financial Statements and Supplementary Data,” and other

18

financial data included elsewhere in this report. Our historical results of operations are not necessarily indicative of results of operations to be expected for any future period.

	Years Ended December 31,
	2007			2006			2005			2004			2003
	(In thousands, except for per share data)
Consolidated Statement of Operations Data:
Total revenue	$	2,480		$	48,550		$	72,731		$	29,444		$	17,315
Gross profit (loss)		789			24,344			44,399			(9,564	)		991
Net income (loss)		(63,182	)		(23,498	)		(6,181	)		(106,798	)		(87,636	)
Deemed dividend for beneficial conversion feature of preferred stock		(3,630	)		—			—			—			—
Net income (loss) attributable to common shareholders	$	(66,812	)	$	(23,498	)	$	(6,181	)	$	(106,798	)	$	(87,636	)
Net income (loss) per share attributable to common shareholders — basic	$	(6.33	)	$	(2.40	)	$	(0.65	)	$	(12.14	)	$	(12.55	)
Net income (loss) per share attributable to common shareholders— fully diluted	$	(6.33	)	$	(2.40	)	$	(0.65	)	$	(12.14	)	$	(12.55	)

	December 31,
	2007		2006		2005		2004		2003
	(In thousands)
Consolidated Balance Sheet Data:
Cash, cash equivalents and short-term investments	$	18,575	$	41,550	$	56,470	$	53,668	$	120,765
Working capital		124,869		32,864		38,791		40,661		99,290
Total assets		259,286		56,729		79,314		89,613		171,590
Long-term liabilities, net of current portion		211,940		2,321		2,453		8,688		4,511
Total stockholders’ equity		1,601		42,683		54,952		58,000		131,418

Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the financial condition and results of our operations should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included in Item 1A of this Annual Report on Form 10-K.

Overview

Transmeta Corporation (“Transmeta”, the “Company” or “We”) develops and licenses innovative computing, microprocessor and semiconductor technologies and related intellectual property. Founded in 1995, we first became known for designing, developing and selling our highly efficient x86-compatible software-based microprocessors, which deliver a balance of low power consumption, high performance, low cost and small size suited for diverse computing platforms. We are presently focused on licensing to other companies our advanced power management technologies for controlling leakage and increasing power efficiency in semiconductor devices (licensed under our LongRun2^tm trademark) and our portfolio of intellectual property rights.

From our inception in 1995 through the fiscal year ended December 31, 2004, our business model was focused primarily on designing, developing and selling highly efficient x86-compatible software-based microprocessors. In 2003, we began diversifying our business model to establish a revenue stream based upon the licensing of certain of our intellectual property and advanced computing and semiconductor technologies. In January 2005, we put most of

19

our microprocessor products to end-of-life status and began modifying our business model to further leverage our intellectual property rights and to increase our business focus on licensing our advanced power management and other proprietary technologies. In 2005, we also entered into strategic alliance agreements with Sony and Microsoft to leverage our microprocessor design and development capabilities by providing engineering services to those companies under contract. During 2005 and 2006, we pursued three lines of business: (1) licensing of intellectual property and technology, (2) engineering services, and (3) product sales.

In 2007, we streamlined and restructured our operations to focus on our core business of developing and licensing intellectual property and technology. During the first two quarters of 2007, we reduced our workforce by approximately 140 employees and initiated the closure of our offices in Taiwan and Japan. As a result of our operational streamlining activities in fiscal 2007, we have ceased pursuing engineering services as a separate line of business, ceased our operations relating to microprocessor production support and exited the business of selling microprocessor products. On December 31, 2007, we entered into a settlement agreement with Intel resolving our patent litigation and licensing to Intel our patents and our LongRun and LongRun2 technologies.

In 2008, we will focus on developing and licensing our advanced technologies and intellectual property as our primary line of business.

2007 Results

As a result of our 2007 operations, we reported total revenue of $2.5 million, a $46.1 million decrease compared to $48.6 million in revenue for the 2006 year. Our total revenue decreased primarily due to decreases in service revenue of $34.7 million, license revenue of $9.9 million, and product revenue of $1.5 million.

As a percentage of total revenue, our overall gross margin was 31.8% in fiscal 2007, compared to 50.1% in fiscal 2006. The reduced gross margin was due primarily to fiscal 2007’s decrease in license revenues, partially offset by fiscal 2007’s decrease in impairment charges of $1.4 million.

Our product revenue decreased to $0.2 million in 2007 from $1.7 million in 2006, with gross margins of 52.1% and 81.9%, respectively. Our license revenue decreased to $0.1 million in 2007 from $10.0 million in 2006, with gross margin nearly 100% for both years. The decrease in license revenue reflects a one-time non LongRun2 technology license of $0.1 million in 2007 and $3,000 in royalties, compared with one new LongRun2 license in 2006. Our service revenues decreased to $2.2 million in 2007 from $36.9 million in 2006, with gross margins of 43.6% and 40.2%, respectively. The decrease in service revenue is primarily related to completion of Sony and Microsoft engineering service contracts in the first quarter of 2007. Our total operating expenses were $61.9 million in fiscal 2007, compared to $50.1 million of expense in fiscal 2006, an increase of $11.8 million. These consisted primarily of an $8.0 million increase in restructuring charges, $13.6 million increase in selling, general and administrative costs mostly related to Intel litigation and settlement, a decrease of $9.3 million in research and development expenses primarily related to fiscal 2007 reductions in the engineering workforce, and $0.5 million of impairment decreases.

In fiscal 2007, we incurred a net loss attributable to common shareholders of $66.8 million while generating negative cash flows from operations of $43.5 million. This compares to fiscal 2006 in which we incurred a net loss of $23.5 million and negative cash flows from operations of $19.9 million.

Our cash and cash equivalents and short-term investment balances were $18.6 million at December 31, 2007, as compared to $41.6 million at December 31, 2006.

Operating Gain on Intel Litigation Settlement

On December 31, 2007, we entered into a settlement with Intel resolving our patent litigation and licensing to Intel our patents and our LongRun and LongRun2 technologies. The Intel settlement agreements provide for Intel to make an initial $150 million payment to us within 30 days after December 31, 2007, as well as annual payments of $20 million each on January 31st of years 2009 to 2013, for total payments of $250 million.

We applied Accounting Principles Board Opinion No. 21 “Interest on Receivables and Payables” in recording the present value of $234.6 million for both the receivables and the deferred operating gain in fiscal 2007. The

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$15.4 million difference between the settlement amount of $250 million and the present value of the payments from Intel will be recognized as imputed interest income in the years 2008 to 2013.

We expect to recognize the fair value of the proceeds from Intel using the subscription model since the fair value of the license to Intel for future patents filed or acquired by us during the ten-year capture period cannot be determined. We reviewed FASB Concept Statements Nos. 5 and 6, and concluded that elements of both revenue and gain were present and that the relative values of the revenue and gain elements cannot be determined. Therefore we expect to recognize the entire present value of $234.6 million as a ratable ten-year operating gain from litigation settlement of $23.46 million per year in the years 2008 through 2017.

The table below presents the expected Statement of Operations impact of the Intel settlement, which includes the recognition of operating gain from litigation settlement and interest income.

	Operating Gain		Interest Income
Years	Recognized		Recognized
	(In thousands)
2007	$	—	$	—
2008		23,460		5,224
2009		23,460		3,882
2010		23,460		3,008
2011		23,460		2,085
2012		23,460		1,113
2013		23,460		88
2014		23,460		—
2015		23,460		—
2016		23,460		—
2017		23,460		—
Total	$	234,600	$	15,400

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Results of Operations

The following table sets forth, for the periods indicated, certain financial data as a percentage of total revenue:

	Years Ended December 31,
	2007			2006			2005
	(Percentages of Total Revenue)
Revenue:
Product		7	%		3	%		34	%
License		4	%		21	%		27	%
Service		89	%		76	%		39	%
Total revenue		100	%		100	%		100	%
Cost of revenue:
Product(*)		3	%		1	%		17	%
License		0	%		0	%		0	%
Service(*)		50	%		45	%		22	%
Impairment charge on inventories		15	%		4	%		0	%
Total cost of revenue		68	%		50	%		39	%
Gross profit		32	%		50	%		61	%
Operating expenses:
Research and development(*)		435	%		41	%		27	%
Selling, general and administrative(*)		1415	%		44	%		32	%
Restructuring charges, net(*)		358	%		2	%		3	%
Amortization of patents and patent rights		276	%		14	%		9	%
Impairment charge on long-lived and other assets		12	%		2	%		0	%
Total operating expenses		2496	%		103	%		71	%
Operating (loss) income		(2464	)%		(53	)%		(10	)%
Interest income and other, net		50	%		5	%		2	%
Interest expense		0	%		0	%		0	%
Income (loss) before income taxes		(2414	)%		(48	)%		(8	)%
Provision for Income taxes		133	%		0	%		0	%
Net income (loss)		(2547	)%		(48	)%		(8	)%
Deemed dividend for beneficial conversion feature of preferred stock		(146	)%		0	%		0	%
Net income (loss) attributable to common shareholders		(2693	)%		(48	)%		(8	)%
(*) Includes stock-based compensation:
Cost of product revenue		0	%		0	%		0	%
Cost of service revenue		1	%		4	%		0	%
Research and development		14	%		3	%		0	%
Selling, general and administrative		52	%		5	%		0	%
Restructuring charges, net		0	%		0	%		0	%

Total Revenue

Revenues are generated from three types of activities: Product, License and Service. Product revenues consist of sale of x86-compatible software-based microprocessors. License revenues consist of deliverable-based

22

technology transfer fees from licensing advanced power management and other proprietary technologies. Service revenues consist of design services and development services fees received for either fixed fee or time and materials based engineering services, as well as maintenance support fees. Total revenue, which includes product, license and service revenues are presented in the following table:

	Years Ended December 31,						% Change			% Change
	2007		2006		2005		2007 to 2006			2006 to 2005
	(In thousands)
Product	$	167	$	1,673	$	24,636		(90.0	)%		(93.2	)%
License		103		10,000		19,628		(99.0	)%		(49.1	)%
Service		2,210		36,877		28,467		(94.0	)%		29.5	%
Total revenue	$	2,480	$	48,550	$	72,731		(94.9	)%		(33.2	)%

Total revenue decreased by $46.1 million to $2.5 million in fiscal 2007 from $48.6 million in fiscal 2006. Total revenue decreased by $24.1 million to $48.6 million in fiscal 2006 from $72.7 million in fiscal 2005.

Product Revenues.  Product revenue declined $1.5 million to $0.2 million in fiscal 2007 from $1.7 million in fiscal 2006. The decline was primarily attributable to final production runs of our 90 nanometer Efficeon microprocessors in fiscal 2006, with modest sales of previously reserved inventory in fiscal 2007. Product revenue declined $22.9 million to $1.7 million in fiscal 2006 from $24.6 million in fiscal 2005. The decline was primarily attributable to the end-of-life status announced January 2005 for the Crusoe and 130 nanometer Efficeon product families, with final production runs in the fourth quarter of 2005. We have exited the business of selling microprocessor products and expect no product revenues in fiscal 2008.

License Revenue.  License revenue decreased $9.9 million to $0.1 million in fiscal 2007 from $10.0 million in fiscal 2006. License revenue in 2007 consisted of $0.1 million of one-time non LongRun2 technology fees and $3,000 in royalties. The fiscal 2006 license revenue of $10.0 million reflected technology transfers made to our fourth customer under a LongRun2 technology license agreement. License revenue decreased $9.6 million to $10.0 million in fiscal 2006 from $19.6 million in fiscal 2005, as fiscal 2006 had a single LongRun2 license customer and fiscal 2005 had two LongRun2 license customers.

We expect that our license revenue will vary from period to period and depends in part upon the adoption of our LongRun2 technology by our licensees and potential licensees, and the success of the products incorporating our technology sold by our licensees.

In 2008, we expect to receive royalty revenue on production shipments from our first LongRun2 licensee. As we announced on Feb 6, 2008, we expect to recognize approximately $215,000 in royalty revenue in the first quarter of 2008 from our first licensee. Our receipt of royalties from our LongRun2 licenses depends on our licensees’ incorporating our technology into their manufacturing and products, bringing their products to market, and the success of their products. Our licensees are not contractually obligated to manufacture, distribute or sell products using our licensed technologies.

Service Revenue.  Service revenue is comprised of three sub-types: (i) maintenance and technical support services revenue; (ii) fixed fee development services revenue; and (iii) time and materials based design services revenue. Service revenues decreased by $34.7 million to $2.2 million in fiscal 2007 from $36.9 million in fiscal 2006. This decrease reflects the completion of Sony and Microsoft engineering service contracts in first quarter of 2007. Service revenues increased by $8.4 million to $36.9 million in fiscal 2006 from $28.5 million in fiscal 2005, primarily as the result of recognition of $9.8 million of fixed fee development service revenues in the first quarter of fiscal 2006. We have decided not to continue pursuing engineering services as a separate line of business, however, we intend to continue providing engineering and support services as an important element of our technology licensing business.

Customer Concentration Information

We have derived the majority of our revenue from a limited number of customers. Additionally, we derive a significant portion of our revenue from customers located in Asia, which subjects us to economic cycles in that

23

region as well as the geographic areas in which they sell their products containing our microprocessors. Revenues are highly concentrated among those customers each comprising more than 10% of annual revenue. For fiscal years 2007, 2006, and 2005 there were two, three and three such customers that accounted for 89%, 96% and 83% of total revenues, respectively.

Customer accounts receivable are highly concentrated among those customers each comprising more than 10% of current receivables. For the balances as of December 31, 2007 and 2006, a single customer each year accounted for almost 100% of customer receivables.

Costs of Revenue

Cost of revenue consists of cost of product revenue, cost of license and cost of service revenue.

	Years Ended December 31,						% Change			% Change
	2007		2006		2005		2007 to 2006			2006 to 2005
	(In thousands)
Product(*)	$	80	$	303	$	12,271		(73.6	)%		(97.5	)%
License		—		39		71		(100.0	)%		(45.1	)%
Service(*)		1,247		22,062		15,990		(94.3	)%		38.0	%
Impairment charges on inventories		364		1,802		—		(79.8	)%		n/a
Total cost of revenue	$	1,691	$	24,206	$	28,332		(93.0	)%		(14.6	)%
(*) Includes stock-based compensation:
Cost of product revenue	$	—	$	9	$	—		(100.0	)%		n/a
Cost of service revenue	$	19	$	1,789	$	—		(98.9	)%		n/a

Cost of Product Revenue

The $0.2 million decrease in our cost of product revenue in fiscal 2007 versus fiscal 2006 was primarily due to cessation of our operations relating to microprocessor production support and exiting the business of selling microprocessor products in 2007. Also the product sales in both fiscal 2007 and 2006 were related to shipment of previously written-down and fully reserved Efficeon 90 nanometer inventory, resulting in gross margin for the products business of 52.1% and 81.9% for fiscal 2007 and 2006, respectively.

The $12.0 million decrease in our cost of product revenue in fiscal 2006 versus fiscal 2005 reflects the curtailment of major production that occurred with end-of-life status for certain microprocessors at the end of 2005. Gross margin for the products business was 81.9% and 50.2% for fiscal 2006 and 2005, respectively.

Cost of License Revenue

The fairly minimal cost of license revenue represents an allocation of compensation cost of engineering support from the LongRun2 group dedicated to completing the transfer of the licensing technology.

Cost of Service Revenue

The cost of service revenue is comprised of three sub-types: (i) maintenance and technical support services pursuant to the delivery of LongRun2 licenses; (ii) fixed fee development services; and (iii) time and materials based design services. Costs of service revenue is comprised mainly of compensation and benefits of engineers assigned directly to the projects, hardware and software, and other computer support.

The decrease in costs of service revenue of fiscal 2007 as compared to fiscal 2006 was $20.8 million as a result of a $15.7 million decrease in fiscal 2007 headcount related costs due to a decline in billable contractual design and engineering services and $5.1 million decrease due to a one-time occurrence of fixed fee development service costs during fiscal 2006.

The increase in cost of service revenue of fiscal 2006 as compared to fiscal 2005 was $6.1 million as a result of a first-time occurrence of $5.1 million of fiscal 2006 fixed fee development service costs and $1.8 million of stock-

24

based compensation applicable to headcount associated with design and engineering design revenues, partially offset by a $0.6 million decrease in fiscal 2006 headcount cost due to a decline in billable contractual design and engineering services and a first-time occurrence of $0.2 million in fiscal 2005 license related maintenance and support service cost.

Impairment charges on inventories

In 2006, we built our inventory of 90 nanometer Efficeon products in anticipation of a ramp in demand resulting from the Microsoft FlexGo program, but our sales of 90 nanometer Efficeon products were minimal during 2006 and we received no production orders for our special FlexGo-enabled Efficeon products. Accordingly, we recorded an $1.8 million inventory impairment for our remaining 90 nanometer Efficeon products as of December 31, 2006. In the first quarter of 2007 we received an additional $0.4 million of new raw material for the FlexGo program of Fujitsu die, which we impaired as of March 31, 2007.

Research and Development

	Years Ended December 31,						% Change			% Change
	2007		2006		2005		2007 to 2006			2006 to 2005
	(In thousands)
Research and development expenses	$	10,451	$	18,397	$	19,609		(43.2	)%		(6.2	)%
Stock-based compensation		339		1,723		—		(80.3	)%		n/a
Total Research and development expenses	$	10,790	$	20,120	$	19,609		(46.4	)%		2.6	%

	Years Ended December 31,						% Change			% Change
	2007		2006		2005		2007 to 2006			2006 to 2005
	(In thousands)
Amount classified to costs of service and deferred costs	$	1,193	$	14,532	$	17,737		(91.8	)%		(18.1	)%
Stock-based compensation for service cost of revenue		19		1,789		—		(98.9	)%		n/a
Total amount classified to cost of service and deferred cost(1)	$	1,212	$	16,321	$	17,737		(92.6	)%		(8.0	)%

(1) In fiscal 2007, 2006 and 2005, we included cost directly attributable to the design and development services agreements in cost of service revenues. Prior to 2005, such cost were included in the research and development activities as the employees involved with such activities were performing research and development related activities in the prior years.

Research and development (R&D) expenses were $10.8 million for fiscal 2007 compared to $20.1 million for fiscal 2006, representing a decrease of $9.3 million. This reflects decreases of $7.3 million in R&D employee-related headcount cost, $1.6 million in engineering service cost, a $0.2 million gain from fixed asset disposals and $0.2 million in other cost reductions in fiscal 2007. Included in R&D expenses in 2007 was $0.3 million of stock-based compensation expense.

Research and development (R&D) expenses were $20.1 million for fiscal 2006 compared to $19.6 million for fiscal 2005, representing an increase of $0.5 million, as a result of $1.7 million of stock-based compensation expense applicable to R&D personnel in fiscal 2006, partially offset by a decrease of $0.9 million in R&D employee-related headcount cost and $0.3 million in hardware and software cost in fiscal 2006. Included in R&D expenses in 2006 was $1.7 million of stock-based compensation expense.

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Selling, General and Administrative

	Years Ended December 31,						% Change			% Change
	2007		2006		2005		2007 to 2006			2006 to 2005
	(In thousands)
Selling, general and administrative expenses	$	33,809	$	19,219	$	23,039		75.9%			(16.6	)%
Stock-based compensation		1,284		2,253		—		(43.0	)%		n/a
Total selling, general and administrative expenses	$	35,093	$	21,472	$	23,039		63.4%			(6.8	)%

Selling, general and administrative expenses increased by $13.6 million to $35.1 million in fiscal 2007 from $21.5 million in fiscal 2006. The increase in selling, general and administrative expenses was primarily due to $19.4 million increase in expenses primarily related to the Intel lawsuit including bonuses, offset by lower compensation and related employee expenses as well as lower temporary and contractual service costs due to workforce reduction in fiscal 2007. Included in the selling, general and administrative expenses in 2007 was $1.3 million of stock-based compensation expense.

Selling, general and administrative expenses decreased by $1.5 million to $21.5 million in fiscal 2006 from $23.0 million in fiscal 2005. The decrease in selling, general and administrative expenses was primarily due to lower compensation and related employee expenses as well as lower temporary and contractual service costs. Included in the selling, general and administrative expenses in 2006 was $2.3 million of stock-based compensation expense.

Restructuring Charges

	Years Ended December 31,						% Change		% Change
	2007		2006		2005		2007 to 2006		2006 to 2005
	(In thousands)
Restructuring Charges	$	8,879	$	876	$	2,033		913.6%		(56.9	)%

Restructuring charges were $8.9 million for fiscal 2007 compared to $0.9 million for fiscal 2006, representing an increase of $8.0 million, of which $7.1 million reflected cost of workforce reductions initiated in February 2007, with another $0.9 million in increased leased facility restructurings.

Restructuring charges were $0.9 million for fiscal 2006 compared to $2.0 million for fiscal 2005, representing a decrease of $1.1 million, of which $1.4 million reflected fiscal 2005 workforce reduction cost (vs. none in fiscal 2006), partially offset by a $0.3 million net increase in leased facility restructuring cost.

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Accrued restructuring charges consist of the following at December 31, 2007:

	Excess			Workforce
	Facilities			Reduction			Total
	(In thousands)
Balance as of December 31, 2004	$	5,245		$	—		$	5,245
Restructuring charges		1,899			1,502			3,401
Adjustments and reversals		(1,278	)		(90	)		(1,368	)
Cash drawdowns		(1,610	)		(1,412	)		(3,022	)
Balance as of December 31, 2005	$	4,256		$	—		$	4,256
Restructuring charges		551			—			551
Change in estimates		325			—			325
Cash drawdowns		(2,148	)		—			(2,148	)
Balance as of December 31, 2006	$	2,984		$	—		$	2,984
Restructuring charges		1,537			7,104			8,641
Change in estimates		238			—			238
Cash drawdowns		(3,222	)		(7,049	)		(10,271	)
Balance as of December 31, 2007	$	1,537		$	55		$	1,592

During fiscal 2005, we recorded net restructuring charges of $2.0 million. We recorded termination and severance charges of $1.5 million related to a workforce reduction during the first six months of 2005 as a result of our strategic restructuring to focus our ongoing efforts on licensing our advanced technologies and intellectual property, engaging in engineering services opportunities and continuing our product business on a modified basis. During fiscal 2005, we recorded a charge of $1.9 million related to excess facilities related to the workforce reduction in early 2005, partially offset by a net restructuring benefit of $1.3 million as we reoccupied a portion of our previously vacated and restructured facilities.

During fiscal 2006, we recorded restructuring charges and change in estimates of $0.9 million related to excess facilities.

In 2007, we streamlined and restructured our operations to focus on our core business of developing and licensing intellectual property and technology. During the first two quarters of 2007, we reduced our workforce by approximately 140 employees and initiated the closure of our offices in Taiwan and Japan. As a result of our operational streamlining activities in fiscal 2007, we have ceased pursuing engineering services as a separate line of business, ceased our operations relating to microprocessor production support and exited the business of selling microprocessor products. The restructuring charges related to workforce reduction for fiscal 2007 were $7.1 million, of which $7.0 million was paid by December 31, 2007.

In March 2007, we incurred restructuring charges relating to facilities resulting from the vacating of a portion of previously occupied building space net of cash flows associated with a new subtenant that took occupancy on April 1, 2007. During the three months ended June 2007, we incurred additional facility-related restructuring charges as a result of revisions to our estimates of common area facilities expenses, and additional building space vacated, net of incremental sublease income from new subtenants. No material restructuring activities were accrued during the six months ended December 2007. The restructuring charges related facilities for fiscal 2007 added $1.8 million to the existing $3.0 million liability, of which $3.2 million was paid by December 31, 2007.

Amortization of Patents and Patent Rights

	Years Ended December 31,						% Change		% Change
	2007		2006		2005		2007 to 2006		2006 to 2005
	(In thousands)
Amortization of patent and patent rights	$	6,846	$	6,846	$	6,846		0.0%		0.0%

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Amortization charges for fiscal 2007, 2006 and 2005 remained constant at $6.8 million. These costs relate to various patents and patent rights acquired from Seiko Epson and others during fiscal 2001. See Note 6 in the “Notes to Consolidated Financial Statements” for further discussion of our technology license agreements and patents and patent rights.

Impairment Charge on Long-Lived and Other Assets

	Years Ended December 31,						% Change			% Change
	2007		2006		2005		2007 to 2006			2006 to 2005
	(In thousands)
Impairment charge on long-lived and other assets	$	302	$	800	$	—		(62.3	)%		n/a

During first quarter of 2007, we recorded a charge of $0.3 million related to prepaid repair and maintenance fee for an end of life product. During the fourth quarter of 2006, we recorded a charge of $0.8 million related to long-lived and other assets associated with the product business and was comprised of $0.3 million for property and equipment and $0.5 million for software maintenance prepayments.

Interest Income and Other, Net

	Years Ended December 31,						% Change			% Change
	2007		2006		2005		2007 to 2006			2006 to 2005
	(In thousands)
Interest income and other, net	$	1,247	$	2,456	$	1,421		(49.2	)%		72.8%

Interest income and other, net for fiscal 2007 was $1.2 million compared to $2.5 million fiscal 2006, representing a decrease of $1.3 million. This decrease resulted primarily from cash and short-term investments balances in fiscal 2007 that averaged less than half the balances in fiscal 2006.

Interest income and other, net for fiscal 2006 was $2.5 million compared to $1.4 million fiscal 2005, representing an increase of $1.1 million, or 72.8%. This increase reflected higher average balances during fiscal 2006, as well as higher interest rates earned in fiscal 2006.

Interest Expense

	Years Ended December 31,								% Change			% Change
	2007		2006			2005			2007 to 2006			2006 to 2005
	(In thousands)
Interest expense	$	—	$	(98	)	$	(306	)		(100.0	)%		(68.0	)%

Interest expense for fiscal 2007 was zero compared to $0.1 million for fiscal 2006, representing a decrease of $0.1 million. The decrease in interest expense is due to interest expense on accrued royalties in fiscal 2006 and no royalty accrued in fiscal 2007 for end of life products.

Interest expense for fiscal 2006 was $0.1 million compared to $0.3 million for fiscal 2005, representing a decrease of $0.2 million. The decrease in interest expense is due to an IBM note paid off at the end of 2005.

Provision for income taxes

	Years Ended December 31,						% Change		% Change
	2007		2006		2005		2007 to 2006		2006 to 2005
	(In thousands)
Provision for income taxes	$	3,308	$	86	$	168		3746.5%		(48.8	)%

The provision for income taxes for fiscal 2007 was $3.3 million compared to $0.1 million fiscal 2006, representing an increase of $3.2 million. This increase reflects tax recognition of the Intel settlement, offset

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primarily by utilization of net operating loss carryovers and tax credits. See Note 15 “Income taxes” for further discussion of the factors contributing to this result.

Liquidity and Capital Resources

For the fiscal years ended December 31, 2007 and 2006, we had negative cash flows from our operations of $43.5 million and $19.9 million, respectively. Since our inception, we have incurred a cumulative loss aggregating $742.2 million. The cumulative net losses since inception have reduced stockholders’ equity to $1.6 million at December 31, 2007.

At December 31, 2007, we had $18.6 million in cash, cash equivalents and short-term investments compared to $41.6 million and $56.5 million at December 31, 2006 and December 31, 2005, respectively. We believe that our existing cash and cash equivalents and short-term investment balances (including the $150 million payment received from Intel in January 2008) and cash from operations will be sufficient to fund our operations, planned capital and research and development expenditures for the next twelve months.

The following table summarizes selected items from our statements of cash flows for fiscal 2006, 2005 and 2004. See the financial statements in Item 8 “Financial Statements and Supplementary Data” for complete statements of cash flows for those periods.

	Years Ended December 31,								% Change			% Change
	2007			2006			2005		2007 to 2006			2006 to 2005
	(In thousands)
Net cash provided by (used in) operating activities	$	(43,521	)	$	(19,933	)	$	5,588		118.3	%		(456.7	)%
Net cash provided by (used in) investing activities		27,169			(1,457	)		1,917		(1964.7	)%		(176.0	)%
Net cash provided by financing activities		20,364			5,326			2,881		282.4	%		84.9	%
Increase (decrease) in cash and cash equivalents	$	4,012		$	(16,064	)	$	10,386		(125.0	)%		(254.7	)%

Operating activities

Net cash used in operating activities was $43.5 million for the year ended December 31, 2007, compared to $19.9 million for the year ended December 31, 2006 and net cash provided by operating activities of $5.6 million for the year ended December 31, 2005.

Net cash used in operating activities was $43.5 million in 2007. Our net loss of $63.2 million was adjusted for non-cash charges consisting primarily of $8.9 million of non-cash restructuring accruals, $6.8 million of amortization of patents and patents rights, $1.6 million of stock compensation, $0.6 million of depreciation, $0.4 million for impairment of inventories and $0.3 million for impairment of long-lived assets. These charges were partially offset by $0.2 million gain on disposal of assets. The net changes in our operating assets at December 31, 2007 compared to December 31, 2006 included primarily of decrease of $10.3 million of accrued restructuring charges related to workforce reduction and building leasehold cost, $1.3 million in advances from customers, and $1.3 million in other assets partially offset by increase of $8.6 million in accounts payable and accrued liabilities, and $3.3 million in taxes payable. The Intel settlement was booked as a $234.6 million asset increase to current and long-term receivables, offset by a $234.6 million liability increase to current and long-term deferred operating gain.

Net cash used in operating activities was $19.9 million in 2006. Our net loss of $23.5 million was adjusted for non-cash charges consisting primarily of $6.8 million of amortization of patents and patent rights, $5.8 million of stock compensation, $1.1 million of depreciation, $1.8 million and $0.8 million for impairment of inventories and long-lived assets respectively, and $0.9 million of non-cash restructuring accruals. The net changes in our operating assets at December 31, 2006 compared to December 31, 2005 included primarily of decrease of $5.9 million for advances from customers, $5.9 million for deferred income, $2.1 million of accrued restructuring, $1.4 million in accounts receivable, and $1.0 million in prepaid expenses partially offset by an increase of $1.5 million in inventories, $1.2 million in other assets, and 0.8 million in accounts payable and accrued liabilities.

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The net cash provided by operating activities was $5.6 million in 2005 despite net loss of $6.2 million during the year primarily due to the impact of non-cash charges related to amortization of patents and patent rights of $6.8 million, non-cash restructuring accruals of $2.0 million and depreciation of $1.3 million. The net changes in our operating assets at December 31, 2005 compared to December 31, 2004 included primarily of decrease of $14.0 million in accounts payable and accrued liabilities, $5.1 million in inventories, $3.0 million in restructuring charges related to workforce reduction and building leasehold cost, and 0.6 million in accounts receivable, partially offset by increase of $7.3 million in advances from customers, and $5.9 million in deferred income.

Investing activities

Net cash provided by investing activities was $27.2 million for the year ended December 31, 2007 compared to net cash used in investing activities of $1.5 million for the year ended December 31, 2006 and net cash provided by investing activities of $1.9 million for the year ended December 31, 2005.

Net cash provided by investing activities was $27.2 million in fiscal 2007, primarily due to proceeds provided from the maturity of available-for-sale investments of $32.0 million, and disposal of fixed assets of $0.2 million, partially offset by purchase of available for-sale investments of $5.0 million.

Net cash used in investing activities was $1.5 million in fiscal 2006, primarily due to purchase of available for-sale investments of $28.0 million and purchase of property and equipment of $0.5 million, partially offset by proceeds provided from the maturity of available-for-sale investments of $27.0 million.

Net cash provided by investing activities was $1.9 million in fiscal 2005, primarily due to proceeds provided from the maturity of available-for-sale investments of $33.5 million, partially offset by purchase of available for-sale investments of $26.0 million, purchase of property and equipment of $0.8 million, and payments to development partner of $4.8 million.

Financing activities

Net cash provided by financing activities was $20.4 million for the year ended December 31, 2007 compared to $5.3 million for the year ended December 31, 2006 and $2.9 million for the year ended December 31, 2005.

During fiscal 2007, we received $11.6 million in net proceeds from direct placement offering of common stock and warrants, $7.0 million in net proceeds from issuance of preferred stock as well as $1.8 million in net proceeds from sales of common stock under our employee stock purchase and stock option plans. This compared to $5.3 million and $3.2 million in net proceeds from sales of common stock under our employee stock purchase and stock option plans for fiscal years 2006 and 2005, respectively. These proceeds from stock issuances were partially offset by payments for debt and capital lease obligations of $0, $0, and $0.4 million in fiscal 2007, 2006 and 2005, respectively.

Contractual Obligations

At December 31, 2007, we had the following contractual obligations:

	Future Minimum Payments Due by Period
	Total		Less Than 1 Year		1-3 Years		After 4 Years
	(In thousands)
Operating leases(1)	$	2,047	$	2,047	$	—	$	—
Unconditional contractual obligations(2)		1,467		667		800		—
Total	$	3,514	$	2,714	$	800	$	—

(1)

Operating leases include agreements of building facilities less fiscal 2008 sublease income of $339,000

(2)

Contractual obligations include agreements to purchase goods or services that are enforceable and legally binding on us that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Contractual obligations also include agreements for design tools and software for use in product development.

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Off-Balance Sheet Arrangements

As of December 31, 2007, we had no off balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.

Critical Accounting Policies and Estimates

The process of preparing financial statements requires the use of estimates on the part of our management. The estimates used by management are based on our historical experiences combined with management’s understanding of current facts and circumstances. Certain of our accounting policies are considered critical as they are both important to the portrayal of our financial condition and results and require significant or complex judgments on the part of management.

We believe the following critical accounting policies include the Company’s more significant judgments and estimates used in the preparation of the consolidated financial statements:

•  license and related service revenue recognition;

•  operating gain on Intel litigation settlement

•  stock-based compensation

•  valuation of long-lived and intangible assets;

•  restructuring charges; and

•  income taxes.

License and Related Service Revenue Recognition.  Since technology licensing is our primary business activity, we enter into license agreements which may contain multiple elements, including technology license and support services, or non-standard terms and conditions. We refer to the Emerging Issues Task Force (EITF) Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables” and the Securities and Exchange Commission’s Staff Accounting Bulletin No. 104, “Revenue Recognition”, when significant interpretation on these agreements is required. The appropriate accounting requires determination of whether multiple-element deliverables should be treated as separate units of accounting for revenue recognition, and if so, how the deliverable elements should share in the price allocation and when revenue should be recognized for each element. We recognize revenue from license agreements when earned, which generally occurs when agreed-upon deliverables are provided, or milestones are met and confirmed by licensees and relative fair values of multiple elements can be determined. Additionally, license, and maintenance and service revenues are recognized if collectibility is reasonably assured and if we are not subject to any future performance obligation. We recognize revenue from maintenance agreements based on the fair value of such agreements ratably over the period in which such services are rendered. Royalty revenue is recognized upon receipt of royalty payments from customers.

Operating Gain on Intel Litigation Settlement.  To measure the fiscal 2007 impact of the Intel litigation settlement, we applied Accounting Principles Board (APB) Opinion No. 21 “Interest on Receivables and Payables,” recording the present value of $234.6 million for both the receivables and deferred operating gain. The $15.4 million difference between the settlement amount of $250 million and the present value of the payments from Intel will be recognized as imputed interest income in the years 2008 to 2013. The following table represents the breakdown of

31

amounts recognized on our Balance Sheet as of December 31, 2007 and the rates used to determine the present value of the settlement amount.

	December 31,
	2007
Intel litigation settlement receivable and deferred operating gain	Asset		Liability
	(In thousands)
Non-interest bearing note, consisting of initial $150 million payment (Jan 2008) and 5 x $20 million (Jan 2009-Jan 2013)	$	250,000	$	250,000

	Face amount		Rate			Discount
LIBOR 1 mo rate	$	150,000		4.70	%	$	600
AAA corp bond rate		100,000		5.41	%		14,800
Less unamortized discount									(15,400	)		(15,400	)
Total Intel settlement present value as of Dec. 31, 2007								$	234,600		$	234,600
Other receivables, current									149,400
Other receivables, long-term									85,200
Total Intel settlement receivable, as of Dec. 31, 2007								$	234,600
Deferred operating gain, current portion												23,460
Deferred operating gain, long-term												211,140
Total Intel settlement deferred operating gain, as of Dec. 31, 2007											$	234,600

We expect to recognize the fair value of the proceeds from Intel using the subscription model since the fair value of the license to Intel for future patents filed or acquired by us during the ten-year capture period cannot be determined. We reviewed FASB Concept Statements Nos. 5 and 6, and concluded that elements of both revenue and gain were present and that the relative values of the revenue and gain elements cannot be determined. Therefore we expect to recognize the entire present value of $234.6 million as a ratable ten-year operating gain from litigation settlement of $23.46 million per year in the years 2008 through 2017.

Stock-Based Compensation.  Effective January 1, 2006, we adopted the provisions of SFAS No. 123 (revised 2004), “Share-Based Payment,” (“SFAS No. 123(R)”) using the modified prospective transition method. Under this transition method, stock compensation expense for fiscal 2006 includes compensation expense for all stock-based compensation awards granted prior to, but not yet vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the original provision of SFAS No. 123,“Accounting for Stock-Based Compensation” (“SFAS No. 123”). Stock compensation expense for all stock-based compensation awards granted after January 1, 2006 is based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123(R). We recognize these compensation costs net of an estimated forfeiture rate over the requisite service period of the award, which is generally the vesting term of four years for stock options.

Prior to the adoption of SFAS No. 123(R), we measured compensation expense for stock compensation made to our employee and members of our board of directors, primarily in the form of stock options and purchases under the employee stock purchase plan, using the intrinsic value method provided by Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”. We applied the disclosure provisions of SFAS No. 123, as amended by SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosures” as if the fair-value-based method had been applied in measuring compensation expense. We recorded employee stock compensation expense prior to fiscal 2006 for options granted to employees with an exercise price less than the market value of the underlying common stock on the date of grant.

32

In March 2005, the SEC issued Staff Accounting Bulletin No. 107 (“SAB 107”) regarding the SEC’s interpretation of SFAS No. 123(R) and the valuation of share-based payments for public companies. We have applied the provisions of SAB 107 in the adoption of SFAS No. 123(R). Stock compensation expense recorded in cost of revenue, research and development, and selling, general and administrative expenses is the amortization of the fair value of share-based payments made to employees and members of our board of directors, primarily in the form of stock options as we adopted the provision of SFAS No. 123(R) on January 1, 2006 (see Note 2 — Summary of Significant Accounting Policies — Stock-Based Compensation). All of our stock compensation is accounted for as an equity instrument.

We utilize the BSM option pricing model to estimate the grant date fair value of employee stock compensation awards, which requires the input of highly subjective assumptions, including expected volatility, expected life of the award, expected dividend rate and expected risk-free rate of return. Historical volatility was used in estimating the fair value of our stock compensation awards and the expected life for our options was estimated based on historical trends. Further, as required under SFAS No. 123(R), we now estimate forfeitures for stock compensation awards that are not expected to vest. Changes in these inputs and assumptions can materially affect the measure of estimated fair value of our stock compensation. We charge the estimated fair value to earnings on a straight-line basis over the vesting period of the underlying awards, which is generally four years for our stock option awards.

The BSM option pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. As our stock option awards have characteristics that differ significantly from traded options, and as changes in the subjective assumptions can materially affect the estimated value, our estimate of fair value may not accurately represent the value assigned by a third party in an arms-length transaction. There currently is no market-based mechanism to verify the reliability and accuracy of the estimates derived from the BSM option pricing model or other allowable valuation models, nor is there a means to compare and adjust the estimates to actual values. While our estimate of fair value and the associated charge to earnings materially affects our results of operations, it has no impact on our cash position.

The guidance in SFAS No. 123(R) and SAB 107 is relatively new and the application of these principles may be subject to further interpretation and guidance. There are significant variations among allowable valuation models, and there is a possibility that we may adopt a different valuation model or refine the inputs and assumptions under our current valuation model in the future resulting in a lack of consistency in future periods. Our current or future valuation model and the inputs and assumptions we make may also lack comparability to other companies that use different models, inputs, or assumptions, and the resulting differences in comparability could be material.

On November 10, 2005, the Financial Accounting Standards Board (FASB) issued FASB Staff Accounting Position No. FAS 123(R)-3 “Transition Election Related to Accounting for Tax Effects of Share-Based Payment Awards.” We have elected to adopt the alternative transition method provided in the FASB Staff Position for calculating the tax effects of stock-based compensation pursuant to SFAS No. 123(R). The alternative transition method includes simplified methods to establish the beginning balance of the additional paid-in capital pool (“APIC pool”) related to the tax effects of employee stock-based compensation, and to determine the subsequent impact on the APIC pool and consolidated statements of cash flows of the tax effects of the employee stock-based compensation awards that are outstanding upon adoption of SFAS No. 123(R).

Valuation of Long-Lived and Intangible Assets.  Our policy for the valuation and impairment of long lived assets stipulates that, at the end of each accounting period or whenever events or changes in circumstances indicate that the carrying amount of long-lived assets may not be recoverable, we evaluate our long-lived and intangible assets for impairment. Recoverability of assets to be held and used is determined by comparing the carrying amount of an asset to the future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds the future cash flows the asset is considered to be impaired and the impairment charge recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. During the fourth quarter of 2006, consistent with this policy, we recorded an impairment charge of $0.8 million, related to certain long-lived and other assets associated with our product sales. We continue to periodically evaluate our long-lived assets for impairment in accordance with SFAS 144 and acknowledge it is at least possible that such evaluation might result in future adjustments for impairment. Such an impairment might adversely affect our operating results.

33

Determining the expected future cash flows requires management to make significant estimates. We base our estimates on assumptions that we believe to be reasonable but that are unpredictable and inherently uncertain. Actual future results may differ from these estimates. If these estimates or their related assumptions change in the future, it could result in lower estimated future cash flows that may not support the current carrying value of these assets, which would require us to record impairment charges for these assets.

Restructuring Charges.  In fiscal 2002, in accordance with EITF Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)”, we accrued for restructuring costs when we made a commitment to a firm exit plan that specifically identified all significant actions to be taken in conjunction with our response to a change in our strategic plan, product demand, increased costs or other environmental factors. As part of the 2002 restructuring plan, we recorded restructuring charges of $10.6 million primarily related to lease costs and equipment write-offs. We recorded restructuring charges of $4.1 million related to a reduction in workforce during the third quarter of fiscal 2002. Our assumptions used in determining the estimation of restructuring expenses include the determination of the period that it will take to sublet our vacated premises, the market price that we would be able to command for the subleased space and the interest rate used to determine the present value of our future lease obligations. Any significant variation in these estimates compared to actual results may have a material impact on our restructuring expenses and our operating results. We reassess the restructuring accruals on a quarterly basis to reflect changes in the costs of the restructuring activities. The most significant variables of our accrued restructuring costs are the period that it will take to sublet our vacated premises and the market price at which we believe that we will be able to sublet our vacated facilities. For example, if it is determined that the rate for which we are able to sublease our vacated space is less than our assumed rate, our restructuring charges could significantly increase as a result. Additionally, if it takes longer than expected to sublease our vacated space, additional restructuring charges may be incurred. When reassessing our estimates, we incorporate the most recently available industry data regarding relevant occupancy and lease cost rates. We have found that these variables are often difficult to predict as there are many uncertainties related to the commercial real estate market in which we are attempting to sublet our vacated facilities.

Restructuring activities initiated after December 31, 2002 have been accounted for under SFAS 146 “Accounting for Costs Associated with Exit or Disposal Activities”. During fiscal 2005, we recorded restructuring charges of $1.4 million and $1.9 million, related to a workforce reduction and excess facilities, respectively. We also recorded a restructuring recovery of $1.3 million related to the reoccupation of certain excess facilities previously restructured. During fiscal 2006, we recorded restructuring charges of $0.9 million related to excess facilities. During fiscal 2007, we incurred additional restructuring charges of $8.9 million related to the operational streamlining activities and workforce reduction. Our worldwide workforce decreased by approximately two-thirds of the employees, with a $7.1 million severance-related charge and a further facilities-related charge of $1.8 million was incurred from vacating a portion of our occupied buildings and subletting to a new subtenant for the balance of our related lease obligation.

Income Taxes.  As part of preparing our consolidated financial statements, we are required to calculate the income tax expense or benefit which relates to the pretax income or loss for the period. In addition, we are required to assess the realization of the tax asset or liability to be included on the consolidated balance sheet as of the reporting dates.

This process requires us to calculate various items including permanent and temporary differences between the financial accounting and tax treatment of certain income and expense items, differences between federal and state tax treatment of these items, the amount of taxable income reported to various states, foreign taxes and tax credits. The differing treatment of certain items for tax and accounting purposes results in deferred tax assets and liabilities.

We periodically evaluate the realizability of the deferred tax assets based on all available evidence, both positive and negative. Future taxable income and other factors determine how much benefit we ultimately realize from deferred tax assets. We have always provided a full valuation allowance against our deferred tax assets as it is more likely than not that the deferred tax assets will not be realized.

Effective January 1, 2007 we adopted FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109),” as described in Note 15 “Income Taxes”.

34

Recent Accounting Pronouncements

See Note 2, “Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements for a full description of recent accounting pronouncements including the respective expected dates of adoption.

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk.  Our cash equivalents and short-term investments are exposed to financial market risk due to fluctuations in interest rates, which may affect our interest income. As of December 31, 2007, our cash equivalents and short-term investments included money market funds and short and medium term corporate bonds and earned interest at an average rate of 5.1%. Due to the relative short-term nature of our investment portfolio, our interest income is extremely vulnerable to sudden changes in market interest rates. A hypothetical 1.0% decrease in interest rates would have resulted in a $0.2 million decrease in our interest income. Actual results may differ materially from this sensitivity analysis. We do not use our investment portfolio for trading or other speculative purposes.

The table below presents principal amounts and related weighted average interest rates by year of maturity for our investment portfolio as of December 31, 2007 (in thousands):

	2007			2008			Thereafter		Total		Fair Value
Cash equivalents	$	1,326		$	14,281		$	—	$	15,607	$	15,607
Average rate		3.40	%		5.20	%
Short term investments	$	—		$	3,000		$	—	$	3,000	$	2,968
Average rate					5.16	%

Since December 31, 2007, in view of recent developments in the financial markets, we have invested our cash equivalents and short-term investments (including the initial payment of $150 million that we received from Intel on January 28, 2008) in conservative investment instruments including a portion in Treasury bills. Therefore, we expect the average interest rate earned on our cash equivalents and short-term investments to be comparatively lower in 2008 than we earned in 2007.

Foreign Currency Exchange Risk.  All of our sales and substantially all of our expenses are denominated in U.S. dollars. As a result, we have relatively little exposure to foreign currency exchange risk. We do not currently enter into forward exchange contracts to hedge exposures denominated in foreign currencies or any other derivative financial instruments for trading or speculative purposes. However, in the event our exposure to foreign currency risk increases, we may choose to hedge those exposures.

35

Item 8.   Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

The following financial statements are filed as part of this Report:

	Page
Report of Burr, Pilger & Mayer LLP, Independent Registered Public Accounting Firm		37
Consolidated Balance Sheets		38
Consolidated Statements of Operations		39
Consolidated Statements of Stockholders’ Equity		40
Consolidated Statements of Cash Flows		41
Notes to Consolidated Financial Statements		42

36

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Transmeta Corporation

We have audited the accompanying consolidated balance sheets of Transmeta Corporation and its subsidiaries (the “Company”) as of December 31, 2007 and 2006, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2007. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Transmeta Corporation and its subsidiaries as of December 31, 2007 and 2006, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 2 to the consolidated financial statements, effective January 1, 2006 the Company changed its method of accounting for stock-based compensation as a result of adopting Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” applying the modified prospective method.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 16, 2008 expressed an unqualified opinion thereon.

/s/ Burr, Pilger & Mayer LLP

San Jose, California

March 16, 2008

37

TRANSMETA CORPORATION

CONSOLIDATED BALANCE SHEETS

	December 31,
	2007			2006
	(In thousands,
	except for share data)
ASSETS
Current assets:
Cash and cash equivalents	$	15,607		$	11,595
Short-term investments		2,968			29,955
Accounts receivable		163			310
Other receivables, current		149,400			—
Prepaid expenses and other current assets		2,476			2,729
Total current assets		170,614			44,589
Other receivables, long-term		85,200			—
Property and equipment, net		284			758
Patents and patent rights, net		2,388			9,234
Other assets		800			2,148
Total assets	$	259,286		$	56,729
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	341		$	1,467
Accrued compensation		15,351			3,245
Deferred income, net		—			15
Income taxes payable		3,306			49
Other accrued liabilities		1,028			2,966
Current portion of deferred operating gain		23,460			—
Advance from customers		—			1,320
Current portion of accrued restructuring costs		1,592			1,996
Current portion of long-term payable		667			667
Total current liabilities		45,745			11,725
Long-term deferred operating gain, net of current portion		211,140			—
Long-term accrued restructuring costs, net of current portion		—			988
Long-term payables, net of current portion		800			1,333
Total liabilities		257,685			14,046
Commitments and contingencies (Notes 9 and 10)
Stockholders’ equity:
Convertible preferred stock, $0.00001 par value, at amounts		6,966			—
paid in; Authorized shares — 5,000,000. Issued and outstanding shares — 1,000,000 (2007) and none (2006); Liquidation preference: $7.5 million (2007) and none (2006)
Common stock, $0.00001 par value, at amounts paid in;		739,268			724,229
Authorized shares — 50,000,000. Issued and outstanding shares — 12,021,388 (2007) and 9,893,820 (2006)
Treasury stock — 39,843 shares in 2007 and 2006		(2,439	)		(2,439	)
Accumulated other comprehensive gain (loss)		29			(66	)
Accumulated deficit		(742,223	)		(679,041	)
Total stockholders’ equity		1,601			42,683
Total liabilities and stockholders’ equity	$	259,286		$	56,729

(See Notes to Consolidated Financial Statements)

38

TRANSMETA CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

	Years Ended December 31,
	2007			2006			2005
	(In thousands, except for per share data)
Revenue:
Product	$	167		$	1,673		$	24,636
License		103			10,000			19,628
Service		2,210			36,877			28,467
Total revenue		2,480			48,550			72,731
Cost of revenue:
Product(*)		80			303			12,271
License		—			39			71
Service(*)		1,247			22,062			15,990
Impairment charge on inventories		364			1,802			—
Total cost of revenue		1,691			24,206			28,332
Gross profit		789			24,344			44,399
Operating expenses:
Research and development(*)		10,790			20,120			19,609
Selling, general and administrative(*)		35,093			21,472			23,039
Restructuring charges, net(*)		8,879			876			2,033
Amortization of patents and patent rights		6,846			6,846			6,846
Impairment charge on long-lived assets and other assets		302			800			—
Total operating expenses		61,910			50,114			51,527
Operating loss		(61,121	)		(25,770	)		(7,128	)
Interest income and other, net		1,247			2,456			1,421
Interest expense		—			(98	)		(306	)
Income (loss) before income taxes		(59,874	)		(23,412	)		(6,013	)
Provision for income taxes		3,308			86			168
Net income (loss)		(63,182	)		(23,498	)		(6,181	)
Deemed dividend for beneficial conversion feature of preferred stock		(3,630	)		—			—
Net income (loss) attributable to common shareholders	$	(66,812	)	$	(23,498	)	$	(6,181	)
Net income (loss) per share attributable to common shareholders — basic	$	(6.33	)	$	(2.40	)	$	(0.65	)
Net income (loss) per share attributable to common shareholders — fully diluted	$	(6.33	)	$	(2.40	)	$	(0.65	)
Weighted average shares outstanding — basic		10,559			9,792			9,520
Weighted average shares outstanding — diluted		10,559			9,792			9,520
(*) Includes stock-based compensation:
Cost of product revenue	$	—		$	9		$	—
Cost of service revenue		19			1,789			—
Research and development		339			1,723			—
Selling, general and administrative		1,284			2,253			—
Restructuring charges, net		—			—			(34	)

(See Notes to Consolidated Financial Statements)

39

TRANSMETA CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

				Preferred		Common Stock						Accumulated
	Shares of			Stock		& Warrants						Other						Total
	Common			at Amounts		at Amounts			Treasury			Comprehensive			Accumulated			Stockholders’
	Stock			Paid-in		Paid-in			Stock			Income/(Loss)			Deficit			Equity
	(In thousand of dollars, except share numbers)
Balance at December 31, 2004		9,388,665		$	—	$	709,926		$	(2,439	)	$	(125	)	$	(649,362	)	$	58,000
Issuance of shares of common stock to employees under option exercises and employee stock purchase plan, net of repurchases		196,866			—		3,237			—			—			—			3,237
Variable stock compensation		—			—		(34	)		—			—			—			(34	)
Other comprehensive income		—			—		—			—			(70	)		—			(70	)
Net loss		—			—		—			—			—			(6,181	)		(6,181	)
Comprehensive loss																			(6,251	)
Balance at December 31, 2005		9,585,531			—		713,129			(2,439	)		(195	)		(655,543	)		54,952
Issuance of shares of common stock to employees under option exercises and employee stock purchase plan, net of repurchases		308,289			—		5,326			—			—			—			5,326
Stock-based compensation		—			—		5,774			—			—			—			5,774
Other comprehensive income		—			—		—			—			129			—			129
Net loss		—			—		—			—			—			(23,498	)		(23,498	)
Comprehensive loss																			(23,369	)
Balance at December 31, 2006		9,893,820			—		724,229			(2,439	)		(66	)		(679,041	)		42,683
Issuance of 1,000,000 shares of preferred stock in private placement, net of issuance cost of $534		—			6,966		—			—			—			—			6,966
Beneficial conversion feature of preferred stock		—			—		3,630			—			—			—			3,630
Deemed dividend for preferred stock’s beneficial conversion feature		—			—		(3,630	)		—			—			—			(3,630	)
Issuance of common stock and warrants in direct placement offering, net of issuance cost of $1,229		2,000,000			—		11,571			—			—			—			11,571
Refund of 123.4 fractional shares due to reverse stock split		(123	)		—		(1	)		—			—			—			(1	)
Issuance of shares of common stock to employees under option exercises and employee stock purchase plan, net of repurchases		127,691			—		1,827			—			—			—			1,827
Stock-based compensation		—			—		1,642			—			—			—			1,642
Other comprehensive income		—			—		—			—			95			—			95
Net loss		—			—		—			—			—			(63,182	)		(63,182	)
Comprehensive loss																			(63,087	)
Balance at December 31, 2007		12,021,388		$	6,966	$	739,268		$	(2,439	)	$	29		$	(742,223	)	$	1,601

(See Notes to Consolidated Financial Statements)

40

TRANSMETA CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Years Ended December 31,
	2007			2006			2005
	(In thousands)
Cash flows from operating activities:
Net loss	$	(63,182	)	$	(23,498	)	$	(6,181	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Stock-based compensation expense		1,642			5,774			(34	)
Depreciation		557			1,050			1,299
Loss (gain) on disposal of fixed assets, net		(173	)		—			65
Allowance for doubtful accounts		—			—			(9	)
Amortization of patents and patent rights		6,846			6,846			6,846
Impairment charge on inventories		364			1,802			—
Impairment charge on long-lived assets and other assets		302			800			—
Non cash restructuring charges		8,879			876			2,033
Gain on debt settlement with a development partner		—			—			(200	)
Changes in operating assets and liabilities:
Accounts receivable, current		147			1,376			613
Inventories		(360	)		(1,537	)		5,145
Prepaid expenses and other current assets		(104	)		1,022			(61	)
Other receivables		(234,600	)		—			—
Other assets		1,348			(1,237	)		—
Accounts payable and accrued liabilities		8,562			821			(14,034	)
Income taxes payable		3,257			(18	)		(40	)
Deferred operating gain		234,600			—			—
Deferred income		(15	)		(5,922	)		5,908
Advances from customers		(1,320	)		(5,940	)		7,260
Accrued restructuring charges		(10,271	)		(2,148	)		(3,022	)
Net cash (used in) provided by operating activities		(43,521	)		(19,933	)		5,588
Cash flows from investing activities:
Purchase of available-for-sale investments		(4,972	)		(28,000	)		(26,000	)
Proceeds from sale or maturity of available-for-sale investments		32,000			27,000			33,514
Proceeds from disposal of fixed assets		189			—			—
Purchase of property and equipment		(48	)		(457	)		(797	)
Payment to development partner		—			—			(4,800	)
Net cash provided by (used in) investing activities		27,169			(1,457	)		1,917
Cash flows from financing activities:
Net proceeds from direct placement offering of common stock and warrants		11,571			—			—
Net proceeds from issuance of preferred stock		6,966			—			—
Proceeds from sales of common stock under employee stock purchase and incentive option plans		1,827			5,326			3,219
Repayment of notes from stockholders		—			—			18
Repayment of debt and capital lease obligations		—			—			(356	)
Net cash provided by financing activities		20,364			5,326			2,881
Increase (decrease) in cash and cash equivalents		4,012			(16,064	)		10,386
Cash and cash equivalents at beginning of period		11,595			27,659			17,273
Cash and cash equivalents at end of period	$	15,607		$	11,595		$	27,659
Supplemental disclosure of non-cash financing/investing activities during the period:
Beneficial conversion feature of preferred stock	$	3,630		$	—		$	—
Deemed dividend for beneficial conversion feature of preferred stock		(3,630	)		—			—
Software licenses included in prepaid expense acquired with current and long-term payable		—			2,000			—
Supplemental disclosure of cash paid during the period:
Cash paid for interest	$	55		$	4		$	302
Cash paid for taxes		55			56			145

(See Notes to Consolidated Financial Statements)

41

TRANSMETA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Overview

Formation and Business of the Company

Transmeta Corporation (the “Company” or “Transmeta”) develops and licenses innovative computing, microprocessor and semiconductor technologies and related intellectual property. Incorporated in California as Transmeta Corporation on March 3, 1995, Transmeta was reincorporated October 26, 2000 as a Delaware corporation. Transmeta first became known for designing, developing and selling its highly efficient x86-compatible software-based microprocessors, which deliver a balance of low power consumption, high performance, low cost and small size suited for diverse computing platforms. The Company is presently focused on licensing to other companies its advanced power management technologies for controlling leakage and increasing power efficiency in semiconductor devices (licensed under our LongRun2^tm trademark) and its portfolio of intellectual property rights.

From its inception in 1995 through the fiscal year ended December 31, 2004, Transmeta’s business model was focused primarily on designing, developing and selling highly efficient x86-compatible software-based microprocessors. In 2003, the Company began diversifying its business model to establish a revenue stream based upon the licensing of certain of its intellectual property and advanced computing and semiconductor technologies. In January 2005, Transmeta put most of its microprocessor products to end-of-life status and began modifying its business model to further leverage our intellectual property rights and to increase its business focus on licensing its advanced power management and other proprietary technologies. In 2005, the Company also entered into strategic alliance agreements with Sony and Microsoft to leverage its microprocessor design and development capabilities by providing engineering services to those companies under contract. During 2005 and 2006, Transmeta pursued three lines of business: (1) licensing of intellectual property and technology, (2) engineering services, and (3) product sales.

In 2007, the Company streamlined and restructured its operations to focus on its core business of developing and licensing intellectual property and technology. During the first two quarters of 2007, the Company reduced its workforce by approximately 140 employees and initiated the closure of its offices in Taiwan and Japan. As a result of its operational streamlining activities in fiscal 2007, the Company has ceased pursuing engineering services as a separate line of business, ceased its operations relating to microprocessor production support and exited the business of selling microprocessor products. On December 31, 2007, the Company entered into a settlement agreement with Intel resolving their patent litigation and licensing to Intel its patents and its LongRun and LongRun2 technologies.

In 2008, the Company will focus on developing and licensing its advanced technologies and intellectual property as its primary line of business.

Fiscal Year

Starting with fiscal year 2005, Transmeta’s fiscal year ends on the last calendar day in December. Before fiscal year 2005, the fiscal year ended on the last Friday in December. For ease of presentation, the accompanying financial statements have all been shown as ending on December 31 and calendar quarter ends for all annual and quarterly financial statement captions.

2.   Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements include the financial statements of Transmeta and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

42

TRANSMETA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Use of Estimates

The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates. The critical accounting policies that require management judgment and estimates include license and service revenue recognition, inventory valuations, long-lived and intangible asset valuations, restructuring charges, loss contingencies and stock-based compensation.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist primarily of cash equivalents, short-term investments and accounts receivable. Substantially all of the Company’s cash equivalents and short-term investments are invested in highly liquid money market funds and commercial paper that are maintained with three high-quality financial institutions in the United States. The composition and maturities are regularly monitored by management. Such deposits are in excess of the amount of deposit insurance provided by the federal government. To date, the Company has not experienced any losses on such deposits.

The Company performs ongoing credit evaluations of its customers, maintains an allowance for potential credit losses and does not generally require collateral.

Revenue Recognition

The Company’s primary business activity is technology licensing, whereby the Company enters into license agreements which may contain multiple elements, including technology license and support services, or non-standard terms and conditions. The Company refers to the Emerging Issues Task Force (EITF) Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables” and the Securities and Exchange Commission’s Staff Accounting Bulletin No. 104, “Revenue Recognition”, when significant interpretation on these agreements is required. The appropriate accounting requires determination of whether multiple-element deliverables should be treated as separate units of accounting for revenue recognition, and if so, how the deliverable elements should share in the price allocation and when revenue should be recognized for each element. The Company recognizes revenue from license agreements when earned, which generally occurs when agreed-upon deliverables are provided, or milestones are met and confirmed by licensees and relative fair values of multiple elements can be determined. Additionally, license, and maintenance and service revenues are recognized if collectibility is reasonably assured and if the Company is not subject to any future performance obligation. The Company recognizes revenue from maintenance agreements based on the fair value of such agreements ratably over the period in which such services are rendered. Royalty revenue is recognized upon receipt of royalty payments from customers.

The Company recognized revenue from products sold when persuasive evidence of an arrangement existed, the price was fixed or determinable, delivery had occurred and collectibility was reasonably assured. The Company generally recognized revenue for product sales upon transfer of title. Transfer of title for the majority of the Company’s customers occurred upon shipment, as those customers had terms of FOB: shipping point. For those customers that had terms other than FOB: shipping point, transfer of title generally occurred once products had been delivered to the customer or the customer’s freight forwarder. The Company accrued for estimated sales returns, and other allowances at the time of shipment. Certain of the Company’s product sales were made to distributors under agreements allowing for price protection and/or right of return on unsold products. The Company deferred recognition of revenue on these sales until the distributors sold the products. The Company also at times sold certain products with “End of Life” status to its distributors under special arrangements without price protection or return privileges for which revenue was recognized upon transfer of title, typically upon shipment.

43

TRANSMETA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Operating Gain on Intel Litigation Settlement

Deferred Operating Gain.  The Company applied Accounting Principles Board Opinion No. 21 “Interest on Receivables and Payables” in recording the present value of $234.6 million for both the receivables and the deferred operating gain in fiscal 2007. The $15.4 million difference between the settlement amount of $250 million and the present value of the payments from Intel will be recognized as imputed interest income in the years 2008 to 2013. See Note 10, “Litigation and asserted claims.”

The following table presents the breakout of amounts recognized on the Company’s Balance Sheet as of December 31, 2007 and the rates used to determine the present value of the settlement amount.

							December 31,
							2007
Intel litigation settlement receivable and deferred operating gain							Asset			Liability
							(In thousands)
Non-interest bearing note, consisting of
Initial $150 million payment (Jan 2008) and 5 x $20 million (Jan 2009-Jan 2013)							$	250,000		$	250,000
		Face amount	Rate			Discount
LIBOR 1 mo rate	$	150,000	4.70	%	$	600
AAA corp bond rate		100,000	5.41	%		14,800
Less unamortized discount								(15,400	)		(15,400	)
Total Intel settlement present value as of Dec. 31, 2007							$	234,600		$	234,600
Other receivables, current								149,400
Other receivables, long-term								85,200
Total Intel settlement receivable, as of Dec. 31, 2007							$	234,600
Deferred operating gain, current portion											23,460
Deferred operating gain, long-term											211,140
Total Intel settlement deferred operating gain, as of Dec. 31, 2007										$	234,600

The Company expects to recognize the fair value of the proceeds from Intel using the subscription model since the fair value of the license to Intel for future patents filed or acquired by Transmeta during the ten-year capture period cannot be determined. The Company reviewed FASB Concept Statements Nos. 5 and 6, and concluded that elements of both revenue and gain were present and that the relative values of the revenue and gain elements cannot be determined. Therefore the Company expects to recognize the entire present value of $234.6 million as a ratable ten-year operating gain from litigation settlement of $23.46 million per year in the years 2008 through 2017.

44

TRANSMETA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The table below presents the expected Statement of Operations impact of the Intel settlement, which includes the recognition of operating gain from litigation settlement and interest income.

	Operating Gain		Interest Income
Years	Recognized		Recognized
	(In thousands)
2007	$	—	$	—
2008		23,460		5,224
2009		23,460		3,882
2010		23,460		3,008
2011		23,460		2,085
2012		23,460		1,113
2013		23,460		88
2014		23,460		—
2015		23,460		—
2016		23,460		—
2017		23,460		—
Total	$	234,600	$	15,400

Comprehensive Income (Loss)

Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, including foreign currency translation adjustments and unrealized gains and losses on marketable securities. Comprehensive income (loss) and the components of accumulated other comprehensive income (loss) are presented in the accompanying consolidated statements of stockholders’ equity.

Cash Equivalents and Short-term Investments

Debt securities with maturities greater than three months are available-for-sale and are classified as short-term investments.

All of Transmeta’s short-term investments were classified as “available-for-sale” as of the consolidated balance sheet dates presented and, accordingly, are reported at fair value with unrealized gains and losses recorded as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Fair values of cash equivalents approximated original cost due to the short period of time to maturity. The cost of securities sold is based on the specific identification method. Realized gains or losses and declines in value, if any, judged to be other than temporary on available-for-sale securities are reported in interest income or expense.

All available-for-sale securities with a quoted market value below cost (or adjusted cost) are reviewed in order to determine whether the decline is other-than-temporary. Factors considered in determining whether a loss is temporary include the magnitude of the decline in market value, the length of time the market value has been below cost (or adjusted cost), credit quality, and the Company’s ability and intent to hold the securities for a period of time sufficient to allow for any anticipated recovery in market value.

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company’s cash equivalents consist of money market funds, unrestricted deposits, commercial paper, and agency discount notes. The Company had a restricted cash balance of $110,000 at December 31, 2007 and 2006 which served as collateral for the Company’s credit card program and is included in the Cash and cash equivalents balance on the Company’s consolidated balance sheet.

45

TRANSMETA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Accounts Receivable

Accounts receivable are recorded at the invoiced amount and are not interest bearing. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible trade receivables. The Company also reviews our trade receivables by aging category to identify specific customers with known disputes or collectibility issues. The Company exercises judgment when determining the adequacy of these reserves as it evaluates historical bad debt trends, general economic conditions in the United States and internationally, and changes in customer financial conditions. Uncollectible receivables are recorded as bad debt expense when all efforts to collect have been exhausted and recoveries are recognized when they are received.

Fair Values of Financial Instruments

The fair values of Transmeta’s cash equivalents, short-term investments, accounts receivable, prepaid expenses and other current assets, and accounts payable and accrued liabilities approximate their carrying values due to the short-term nature of those instruments.

The fair value for the Company’s investments in marketable debt securities is estimated based on quoted market prices. Based upon borrowing rates currently available to the Company for capital leases with similar terms, the carrying value of its capital lease obligations approximates fair value.

Segment Reporting

SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information”, established standards for reporting information about operating segments in a company’s financial statements. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Transmeta has identified one operating and reporting segment. This segment operates in four geographic regions: North America, Japan, China/Hong Kong and Taiwan. Enterprise-wide information is provided in accordance with SFAS No. 131. Information concerning the geographic breakdown of revenues and identifiable assets is set forth in Note 16, “Business Segments and Major Customers.”

Property and Equipment

Property and equipment are recorded at cost. Depreciation and amortization have been provided on the straight-line method over the related asset’s estimated useful life ranging from three to five years. Leasehold improvements are amortized on a straight-line basis over the lesser of the related asset’s estimated useful life or the remaining lease term. Upon disposal, assets and related accumulated depreciation are removed from the accounts and the related gain or loss is included in the results from operations. Repairs and maintenance costs are charged to expense as incurred.

Valuation and Impairment of Long-Lived and Intangible Assets

Transmeta’s accounting policy related to the valuation and impairment of long-lived assets is in accordance with the Financial Accounting Standards Board’s (FASB) Statement of Financial Accounting Standards (SFAS) 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. In accordance with the Company’s policy, and as circumstances require, the Company evaluates its long-lived and intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of long-lived assets may not be recoverable. The Company evaluates its assumptions and estimates on an ongoing basis. Recoverability of assets to be held and used is determined by comparing the carrying amount of an asset to the future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds the future cash flows the asset is considered to be impaired and the impairment charge recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

46

TRANSMETA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Research and Development

Costs to develop Transmeta’s products and licenses are expensed as incurred in accordance with the SFAS 2, “Accounting for Research and Development Costs,” which establishes accounting and reporting standards for research and development costs.

Foreign Currency

The Company’s functional currency is the local currency. All of the Company’s sales and substantially all of its expenses are denominated in U.S. dollars. As a result, the Company has relatively little exposure to foreign currency exchange risk. The Company does not currently enter into forward exchange contracts to hedge exposures denominated in foreign currencies or any other derivative financial instruments for trading or speculative purposes.

Advertising Costs

All costs associated with advertising are expensed in the year incurred. The Company currently does not incur any advertising costs.

Income Taxes

Income taxes are accounted for using an asset and liability approach, which requires the recognition of deferred tax assets and liabilities for expected future tax events that have been recognized differently in Transmeta’s consolidated financial statements and tax returns. The measurement of current and deferred tax assets and liabilities is based on provisions of the enacted tax law and the effects of future changes in tax laws and rates. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized.

In addition, the calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations. Effective January 1, 2007, the Company adopted the provisions of FIN 48 “Accounting for Uncertainty in Income Taxes”. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. See Note 15, “Income Taxes”, for additional information regarding the adoption of FIN 48.

Computation of Earnings (Loss) Per Share

Earnings (loss) per share is calculated in accordance with SFAS No. 128, “Earnings Per Share”. Basic earnings (loss) per share is calculated by dividing the earnings (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is calculated by dividing the earnings (loss) by the weighted average number of common shares and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of incremental common shares issuable upon exercise of stock options, convertible preferred stock, warrants and employee stock purchases. The dilutive effect of the convertible preferred stock is calculated under the if-converted method, giving income recognition for the add-back of the deemed dividend for the beneficial conversion feature at issuance of the preferred stock. The dilutive effect of outstanding shares is reflected in diluted earnings per share by application of the treasury stock method. This method includes consideration of the amounts to be paid by the employees, the amount of excess tax benefits that would be recognized in equity if the instruments were exercised and the amount of unrecognized stock-based compensation related to future services. No potential dilutive common shares are included in the computation of any diluted per share amount when a loss is reported.

Stock-Based Compensation

Effective January 1, 2006, the Company adopted the provisions of SFAS No. 123(R), “Share-Based Payment.” SFAS No. 123(R) establishes accounting for stock-based awards exchanged for employee services. Accordingly,

47

TRANSMETA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

stock-based compensation cost is measured at grant date, based on the fair value of the award, and is recognized as expense over the employee requisite service period. All of the Company’s stock compensation is accounted for as an equity instrument. The Company previously applied Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations and provided the required pro forma disclosures of SFAS No. 123, “Accounting for Stock-Based Compensation.”

SFAS 123(R) requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s Consolidated Statements of Operations. Prior to the adoption of SFAS 123(R), the Company accounted for stock-based awards to employees and directors using the intrinsic value method in accordance with APB 25 as allowed under SFAS 123. Under the intrinsic value method, no stock-based compensation expense had been recognized in the Company’s Consolidated Statement of Operations because the exercise price of the Company’s stock options granted to employees and directors equaled the fair market value of the underlying stock at the date of grant.

Upon adoption of SFAS 123(R), the Company uses the BSM model for share-based awards granted beginning in fiscal 2006 which was previously used for the Company’s pro forma information required under SFAS 123. The Company’s determination of fair value of share-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. Option-pricing models were developed for use in estimating the value of traded options that have no vesting or hedging restrictions and are fully transferable. Because the Company’s employee stock options have certain characteristics that are significantly different from traded options, and because changes in the subjective assumptions can materially affect the estimated value, in management’s opinion, the existing valuation models may not provide an accurate measure of the fair value of the Company’s employee stock options. Although the fair value of employee stock options is determined in accordance with SFAS 123(R) and SAB 107 using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction.

On November 10, 2005, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position No. FAS 123(R)-3 “Transition Election Related to Accounting for Tax Effects of Share-Based Payment Awards.” The Company has elected to adopt the alternative transition method provided in the FASB Staff Position for calculating the tax effects of stock-based compensation pursuant to SFAS 123(R). The alternative transition method includes simplified methods to establish the beginning balance of the additional paid-in capital pool (“APIC pool”) related to the tax effects of employee stock-based compensation, and to determine the subsequent impact on the APIC pool and Consolidated Statements of Cash Flows of the tax effects of employee stock-based compensation awards that are outstanding upon adoption of SFAS 123(R).

Periods prior to the adoption of SFAS No. 123(R)

Prior to the adoption of SFAS No. 123(R), the Company provided the disclosures required under SFAS No. 123, “Accounting for Stock-Based Compensation,” as amended by SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosures.” The Company recorded employee stock-based compensation for the twelve months ended December 31, 2005 for options granted to employees with a market value greater than the exercise price of the underlying common stock on the date of grant.

48

TRANSMETA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The pro-forma information for year ended December 31, 2005 was as follows (in thousands, except per share data):

	2005
Net loss, as reported	$	(6,181	)
Add: Stock-based compensation expense included in reported net loss, net of related tax effects		(34	)
Less: Total stock-based employee compensation expense under fair value based method for all awards, net of related tax effects		(11,566	)
Pro-forma net loss	$	(17,781	)
Basic and diluted net loss per share — as reported	$	(0.65	)
Basic and diluted net loss per share — pro forma	$	(1.87	)

Adoption of SFAS No. 123(R)

The Company adopted SFAS 123(R) using the modified prospective application, which requires the application of the accounting standard as of January 1, 2006, the first day of the Company’s fiscal year 2006. The Company’s Consolidated Financial Statements as of and for the years ended December 31, 2007 and 2006 reflect the impact of SFAS 123(R). In accordance with the modified prospective transition method, the Company’s Consolidated Financial Statements for prior periods have not been restated to reflect, and do not include, the impact of SFAS 123(R). The following table summarizes stock-based compensation expense related to employee stock options and employee stock purchase grants under SFAS No. 123(R) for the years ended December 31, 2007 and 2006 (in thousands, except per share data):

	Years Ended December 31,
	2007			2006
Stock-based compensation expense by type of award:
Employee stock options	$	2,341		$	4,702
Employee stock purchase plan		(699	)		1,072
Total stock-based compensation		1,642			5,774
Tax effect on stock-based compensation		—			—
Net effect of stock-based compensation on net income (loss)	$	1,642		$	5,774
Effect on earnings per share attributable to common shareholders:
Basic	$	(0.16	)	$	(0.59	)
Diluted	$	(0.16	)	$	(0.59	)

Stock options:  The total intrinsic value of options exercised was $0.1 million, $2.3 million and $0.3 million for the years ended December 31, 2007, 2006 and 2005, respectively. Intrinsic value is the total value of exercised shares based on the price of the Company’s common stock on the date of exercise less the cash received from the employees to exercise the options.

The total cash received from employees as a result of employee stock option exercises was $0.6 million, $3.5 million and $0.6 million for the years ended December 31, 2007, 2006 and 2005, respectively.

There were no tax benefits realized as a result of employee stock option exercises and stock purchase plan purchases for the years ended December 31, 2007 and 2006 calculated in accordance with SFAS No. 123 (R) and no tax benefits for the year ended December 31, 2005, respectively, calculated in accordance with APB No. 25. In

49

TRANSMETA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

accordance with SFAS 123(R), the Company presents excess tax benefits from the exercise of stock options, if any, as financing cash flows rather than operating cash flows.

Employee Stock Purchase Plan (“ESPP”):  During the year ended December 31, 2007, Transmeta recorded a credit to stock-based compensation related to ESPP of $0.7 million. During the year ended December 31, 2006, Transmeta recorded stock-based compensation related to ESPP of $1.1 million. Compensation expense in connection with ESPP for the years ended December 31, 2007 and 2006 includes a charge resulting from the Company’s modifying prior offerings. In accordance with the terms of the 2000 Employee Stock Purchase Plan (“2000 Purchase Plan”), if the fair market value on any given purchase date is less than the fair market value on the grant date, the grant offering is cancelled and all participants are enrolled in the next subsequent grant offering. A modification charge is recorded as a result of this grant offering cancellation and the issuance of a new grant offering. During the years ended December 31, 2007 and 2006, the Company recorded modification charges of $0.1 million and zero, respectively, related to the 2000 Purchase Plan which is included in the table above under the caption “Employee stock purchase plan.”

Valuation Assumptions

Transmeta estimates the fair value of stock options using the BSM model. This is the same model which it previously used in preparing its pro forma disclosure required under SFAS No. 123. The BSM model determines the fair value of stock-based compensation and is affected by Transmeta’s stock price on the date of the grant as well as assumptions regarding a number of highly complex and subjective variables. These variables include expected volatility, expected life of the award, expected dividend rate, and expected risk-free rate of return. The assumptions for expected volatility and expected life are the two assumptions that significantly affect the grant date fair value. The BSM option-pricing model was developed for use in estimating the value of traded options that have no vesting or hedging restrictions and are fully transferable. Because employee stock options have certain characteristics that are significantly different from traded options, and because changes in the subjective assumptions can materially affect the estimated value, if actual results differ significantly from these estimates, stock-based compensation expense and Transmeta’s results of operations could be materially impacted.

The fair value of stock awards and ESPP offerings is estimated as of the grant date using the BSM option-pricing model assuming a dividend yield of 0% and the additional weighted-average assumptions as listed in the following tables:

	Years Ended December 31,
Employee Stock Option Plans	2007		2006		2005
Risk-free interest rate		3.4% to 4.7%		4.6% to 5.0%		3.6% to 4.4%
Expected life in years		3.33		3.41		2.8
Expected dividend yield		0%		0%		0%
Expected stock price volatility		107%		99%		94%
Weighted-average fair value of stock options granted		$9.40		$19.60		$10.40

	Years Ended December 31,
Employee Stock Purchase Plan (ESPP)	2007		2006		2005
Risk-free interest rate		5.1%		4.6% to 4.8%		2.9% to 4.3%
Expected life in years		1.25		1.25		0.05
Expected dividend yield		0%		0%		0%
Expected stock price volatility		78%		89%		94%
Weighted-average fair value of purchase rights granted under the purchase plan		$14.60		$13.40		$8.20

50

TRANSMETA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Prior to the adoption of SFAS 123(R), forfeitures were accounted for upon occurrence.

Based on the Company’s historical experience of option pre-vesting cancellations, the Company has assumed an annualized forfeiture rate of 15.5% to 16.2% and 10.9% to 13.4% for its employees and directors and officers options, respectively. The Company also uses a range of 20% to 67% forfeiture rates for its Employee Stock Purchases for the year ended December 31, 2007. Accordingly, as of December 31, 2007, the Company estimated that the stock-based compensation for the awards not expected to vest was approximately $5.0 million, and therefore, the unrecorded deferred stock-based compensation balance related to stock options was adjusted to approximately $13.4 million after estimated forfeitures and will be recognized over weighted-average period of approximately 3.1 years and will be adjusted for subsequent changes in estimated forfeitures on a quarterly basis. As of December 31, 2007 the unamortized compensation expense for the ESPP was $135,000 and will be recognized over a period of approximately 0.8 years.

One-for-20 Reverse Stock Split in August 2007

On July 31, 2007, the Company held its 2007 annual meeting of stockholders. At that meeting, the Company received stockholder approval of a proposal to amend its Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio within the range from one-for-10 to one-for-40, together with a corresponding reduction in the number of authorized shares of the Company’s common stock and capital stock, at any time prior to July 31, 2008.

In August 2007, the Company’s Board of Directors approved the implementation of a reverse stock split at a ratio of one-for-twenty shares, and authorized the Company to file an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to effect that reverse stock split. As of August 17, 2007, the effective date of the reverse stock split, every twenty (20) shares of the Company’s common stock was converted into one (1) “new” share of the Company’s common stock. The reverse split reduced the number of outstanding shares of the Company’s common stock from approximately 200 million shares to approximately 10 million shares as of August 17, 2007. The exercise price and number of shares of common stock issuable under the Company’s outstanding warrants and options was proportionately adjusted to reflect the reverse stock split. The number of shares issuable upon conversion of the Company’s Series B preferred stock and issuable under its equity incentive plans was proportionately reduced to reflect the reverse stock split.

All references in this Form 10-K to earnings per share, the number of common shares, contingent warrants, common stock equivalents, and options, and the share price have been retroactively restated to reflect the common stock split and the increase in authorized common stock.

Accrued Restructuring Costs

The Company accounted for its restructuring activity during fiscal 2002 under EITF Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)” for recognition of liabilities and expenses associated with exit and disposal costs when the Company made a commitment to a firm exit plan. In July 2002, the FASB issued SFAS 146 “Accounting for Costs Associated with Exit or Disposal Activities,” which addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies EITF Issue No. 94-3. SFAS 146 is effective for exit or disposal activities that are initiated after December 31, 2002. The Company accounted its restructuring activities in 2005 in accordance with SFAS 146, which requires that a liability for costs associated with an exit or disposal activity be recognized when the liability is incurred.

Loss Contingencies

The Company is subject to the possibility of various loss contingencies arising in the normal course of business. In accordance with SFAS No. 5, “Accounting for Contingencies”, the Company accrues for a loss

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contingency when it is probable that a liability has been incurred and the Company can reasonably estimate the amount of loss. The Company regularly assesses current information available to determine whether changes in such accruals are required.

Reclassifications

Certain reclassifications have been made to prior year balances in order to conform to the current year presentation. Such reclassifications have had no impact on previously reported net loss or working capital.

Beneficial Conversion Feature and Deemed Dividend related to Series B Preferred Stock

When the $7.5 million of convertible Series B Preferred Stock was issued at a discount from the if-converted $11.1 million fair value as of the commitment date, the Company recognized this difference between the fair value per share of its common stock and the conversion price, multiplied by the number of shares issuable upon conversion. This Beneficial Conversion Feature of $3.6 million was recorded as additional paid-in-capital for common shares, per EITF 98-5 “Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios”. The offsetting amount was amortizable over the period from the issue date to the first conversion date. Since the Series B Preferred Stock is immediately convertible, a deemed dividend of $3.6 million to the Series B Preferred Stock was recorded and immediately amortized. As the Company is in an accumulated deficit position, the deemed dividend was charged against additional paid-in-capital for common shares, there being no retained earnings from which to declare a dividend. The net income (loss) attributable to common shareholders reflects both the net income (loss) and the deemed dividend.

Recent Accounting Pronouncements

The Company adopted FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109” on January 1, 2007. FIN 48 is an interpretation of FASB Statement of Accounting Standards No. 109 (“SFAS 109”), “Accounting for Income Taxes,” and it seeks to reduce the diversity in practice associated with certain aspects of measurement and recognition in accounting for income taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position that an entity takes or expects to take in a tax return. Additionally, FIN 48 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. Under FIN 48, an entity may only recognize or continue to recognize tax positions that meet a “more likely than not” threshold. In accordance with its accounting policy, the Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. The impact on adoption of FIN 48 is more fully described in Note 15 “Income Taxes.”

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”, or SFAS No. 157. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 does not require any new fair value measurements; rather, it provides uniform concepts and disclosures for use in other accounting pronouncements that require or permit fair value measurements.

In February 2008, the FASB issued FASB Staff Position (FSP) 157-2, “Effective Date of FASB Statement No. 157”). FSP 157-2 delays the effective date of SFAS No. 157 for all non-financial assets and non-financial liabilities, except for items with recurring (at least annual) fair value recognition or disclosure in the financial statements. For Transmeta, this delayed date will be January 1, 2009. However, there is still an effective date for Transmeta of January 1, 2008 for the measurement and disclosure requirements related to financial assets and financial liabilities.. The adoption of SFAS No. 157 for financial assets and financial liabilities is not expected to have a significant impact on our consolidated financial position and results of operations. Transmeta is currently evaluating the impact of SFAS No. 157 on its consolidated financial position and results of operations when it is applied to non-financial assets and non-financial liabilities at the start of fiscal 2009.

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In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities-Including an Amendment of FASB Statement No. 115”, or SFAS No. 159, which permits entities to elect to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. This election is irrevocable. SFAS No. 159 is effective for Transmeta beginning on January 1, 2008. Transmeta is currently evaluating the impact of SFAS No. 159 on its consolidated financial position and results of operations.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (SFAS No. 141(R)). Under SFAS No. 141(R), the acquiring entity is required to recognize the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair value on the acquisition date. Additionally, non-controlling interests (formerly known as “minority interests”) will be valued at fair value at the acquisition date. SFAS No. 141(R) further requires that acquisition-related costs be recognized separately from the acquisition and expensed as incurred, that restructuring costs generally be expensed in periods subsequent to the acquisition date, and that changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally be recorded as income tax expense. In addition, acquired in-process research and development (IPR&D) will be capitalized as an intangible asset and amortized over its estimated useful life. Transmeta’s adoption of SFAS No. 141(R) will prospectively change its accounting treatment for any business combinations effected starting January 1, 2009. Earlier adoption is prohibited

In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements — an amendment of ARB No. 51” (SFAS No. 160). SFAS No. 160 changes the accounting and reporting for minority interests, which will be re-characterized as non-controlling interests and classified as a component of equity. The amount of net income attributable to the non-controlling interest will be included in consolidated net income on the face of the income statement. SFAS No. 160 also includes expanded disclosure requirements regarding the interests of the parent and its non-controlling interest. As of December 31, 2007, Transmeta did not have any minority interests, so it anticipates no impact from adopting SFAS No. 160. Transmeta’s adoption of SFAS No. 141(R) will prospectively change its accounting treatment for any non-controlling interests acquired starting January 1, 2009. Earlier adoption is prohibited.

3.   Financial Statement Components

Short-Term Investments

All short-term investments as of December 31, 2007 and 2006 were classified as available-for-sale securities and consisted of the following:

					Unrealized
	Fair Value		Book Value		Gain/(Loss)
	(In thousands)
As of December 31, 2007
Federal agency discount notes	$	—	$	—	$	—
Commercial paper		2,968		2,972		(4	)
Total short term investments	$	2,968	$	2,972	$	(4	)
As of December 31, 2006
Federal agency discount notes	$	15,955	$	16,000	$	(45	)
Commercial paper		14,000		14,000		—
Total short term investments	$	29,955	$	30,000	$	(45	)

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TRANSMETA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following is a summary of amortized costs and estimated fair values of debt securities by contractual maturity:

					Unrealized
	Fair Value		Book Value		Gain/(Loss)
	(In thousands)
As of December 31, 2007
Amounts maturing within one year	$	2,968	$	2,972	$	(4	)
Amounts maturing after one year, within five years		—		—		—
Total short term investments	$	2,968	$	2,972	$	(4	)
As of December 31, 2006
Amounts maturing within one year	$	23,963	$	24,000	$	(37	)
Amounts maturing after one year, within five years		5,992		6,000		(8	)
Total short term investments	$	29,955	$	30,000	$	(45	)

To date, there has been no impairment charges on its available-for-sale securities related to other-than-temporary declines in market value.

The gross unrealized losses related to the Company’s portfolio of available-for-sale securities were primarily due to a decrease in the fair value of debt securities as a result of increases in interest rates after purchase. The Company has determined that the gross unrealized losses on its available-for-sale securities as of December 31, 2007 and 2006 are temporary in nature. The Company reviews its investment portfolio to identify and evaluate investments that have indications of possible impairment. Factors considered in determining whether a loss is temporary include the magnitude of the decline in market value, the length of time the market value has been below cost (or adjusted cost), credit quality, and its ability and intent to hold the securities for a period of time sufficient to allow for any anticipated recovery in market value.

All of the total gross unrealized losses of approximately $4,000 as of December 31, 2007 relate to securities with a fair value of $3.0 million that have been in a loss position for less than twelve months.

Property and Equipment

Property and equipment, net, consisted of the following:

	December 31,			December 31,
	2007			2006
	(In thousands)
Property and equipment, net
Leasehold improvements	$	2,325		$	2,076
Computer equipment		3,519			4,183
Furniture and fixtures		395			677
Computer software		775			1,858
		7,014			8,794
Less accumulated depreciation and amortization		(6,730	)		(8,036	)
Total	$	284		$	758

Depreciation expense for the years ended December 31, 2007, 2006 and 2005 was $0.6 million, $1.1 million and $1.3 million, respectively. In fiscal 2006, Transmeta recorded an impairment charge of $0.3 million related to property and equipment. See Note 8 “Impairment Charges” for further discussion.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Other accrued liabilities

Other accrued liabilities consisted of:

	December 31,		December 31,
	2007		2006
	(In thousands)
Other accrued liabilities
Accrued audit	$	152	$	847
Deferred rent		46		407
Accrued insurance		—		546
Other		830		1,166
	$	1,028	$	2,966

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive loss is comprised of the following:

	Years Ended December 31,
	2007			2006			2005
	(In thousands)
Net loss	$	(63,182	)	$	(23,498	)	$	(6,181	)
Net change in unrealized gain (loss) on investments		41			144			(15	)
Net change in foreign currency translation adjustments		54			(15	)		(55	)
Net comprehensive loss	$	(63,087	)	$	(23,369	)	$	(6,251	)

The components of accumulated other comprehensive income (loss), net of taxes as of December 31, 2007 and December 31, 2006, respectively, is as follows:

	December 31,			December 31,
	2007			2006
	(In thousands)
Net unrealized loss on investments	$	(4	)	$	(45	)
Cumulative foreign currency translation adjustments		33			(21	)
Accumulated other comprehensive income (loss)	$	29		$	(66	)

Advances from Customers

As of December 31, 2007 and 2006, the Company had received zero and $1.3 million, respectively, of cash advances from two customers for design and development services. These cash advances were applied against revenues at the time the revenues were recognized.

Accounts receivable and deferred operating gain from Intel litigation settlement

As described above in Note 2 “Summary of Significant Accounting Policies” under the caption “Operating Gain on Intel Litigation Settlement,” for fiscal 2007 there is balance sheet recognition of the Intel agreement, using the $234.6 million present value of the initial payment of $150 million plus the 2009 through 2013 payments of $20 million. The Company expects to recognize the fair value of the proceeds from Intel using the subscription model since the fair value of the license to Intel for future patents filed or acquired by Transmeta during the ten-year capture period cannot be determined. The Company reviewed FASB Concept Statements Nos. 5 and 6, and concluded that elements of both revenue and gain were present and that the relative values of the revenue and gain

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TRANSMETA CORPORATION

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elements cannot be determined. Therefore the Company expects to recognize the entire present value of $234.6 million as a ratable ten-year operating gain from litigation settlement of $23.46 million per year in the years 2008 through 2017.

The balance sheet presentation will recognize the present value of payments due beyond one year as long-term receivables and the operating gain recognizable beyond one year as long-term deferred operating gain.

The $15.4 million difference between the settlement amount of $250 million and the present value of the payments from Intel will be recognized as imputed interest income in the years 2008 to 2013.

The table below presents the roll forward of the Intel settlements receivable based on the initial present value, plus effective-interest method accretion, and less the scheduled cash receipts.

	Plus:		Less:		Other Receivables
	Interest		Cash		Ending				Long
Years	Income		Receipts		Balance		Current		Term
	(In thousands)
2007		—		—	$	234,600	$	149,400	$	85,200
2008	$	5,224	$	150,000		89,824		19,192		70,632
2009		3,882		20,000		73,706		19,192		54,514
2010		3,008		20,000		56,714		19,192		37,522
2011		2,085		20,000		38,799		19,192		19,607
2012		1,113		20,000		19,912		19,912		—
2013		88		20,000		—		—		—
2014		—		—		—		—		—
2015		—		—		—		—		—
2016		—		—		—		—		—
2017		—		—		—		—		—
Total	$	15,400	$	250,000

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TRANSMETA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The table below presents the roll forward of the Intel settlement deferred operating gain, based on the initial present value less the ratable operating gain recognition.

	Less:
	Operating		Deferred Operating Gain
	Gain		Ending				Long
Years	Recognized		Balance		Current		Term
	(In thousands)
2007		—	$	234,600	$	23,460	$	211,140
2008	$	23,460		211,140		23,460		187,680
2009		23,460		187,680		23,460		164,220
2010		23,460		164,220		23,460		140,760
2011		23,460		140,760		23,460		117,300
2012		23,460		117,300		23,460		93,840
2013		23,460		93,840		23,460		70,380
2014		23,460		70,380		23,460		46,920
2015		23,460		46,920		23,460		23,460
2016		23,460		23,460		23,460		—
2017		23,460		—		—		—
Total	$	234,600

4.   Earnings (Loss) Per Share

Earnings (loss) per share is calculated in accordance with SFAS No. 128, “Earnings Per Share”. Basic earnings (loss) per share is calculated by dividing the earnings (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is calculated by dividing the earnings (loss) by the weighted average number of common shares and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of incremental common shares issuable upon exercise of stock options, warrants, convertible preferred stock and employee stock purchases. The dilutive effect of the convertible preferred stock is calculated under the if-converted method, giving income recognition for the add back of the deemed dividend for the beneficial conversion feature at issuance of the preferred stock. The dilutive effect of outstanding shares is reflected in diluted earnings per share by application of the treasury stock method. This method includes consideration of the amounts to be paid by the employees, the amount of excess tax benefits that would be recognized in equity if the instruments were exercised and the amount of unrecognized stock-based compensation related to future services. No potential dilutive common shares are included in the computation of any diluted per share amount when a loss is reported.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table sets forth the computation of basic and diluted loss per share:

	Years Ended December 31,
	2007			2006			2005
	(In thousands,
	except per share amounts)
Numerator
Net loss attributable to common shareholders, as reported	$	(66,812	)	$	(23,498	)	$	(6,181	)
Denominator:
Weighted average shares used to compute basic net loss per share attributable to common shareholders		10,559			9,792			9,520
Dilutive potential shares		—			—			—
Shares used to compute diluted net loss per share		10,559			9,792			9,520
Basic net loss per share attributable to common shareholders	$	(6.33	)	$	(2.40	)	$	(0.65	)
Diluted net loss per share attributable to common shareholders	$	(6.33	)	$	(2.40	)	$	(0.65	)

For the calculation of diluted net loss per share for fiscal years 2007, 2006 and 2005, the Company has excluded all outstanding stock options, warrants, and convertible preferred stock because these securities are anti-dilutive for any year reporting a net loss. Options, warrants, and convertible preferred stock to purchase approximately 3.6 million, 1.9 million and 2.0 million shares of common stock at the fiscal year ends of 2007, 2006 and 2005, respectively, were not included in the computation of diluted net loss per share because the effect would be anti-dilutive.

5.  Technology License Agreements

In December 1997, Transmeta entered into a technology license agreement with IBM, which was amended in 1999 and again in 2000. The term of the original agreement was five years. In the first amendment, in November 1999, IBM relinquished certain of the worldwide license rights previously obtained in exchange for commitments by Transmeta. These commitments included payments of $33.0 million to IBM in various installments.

The then net present value of the $33.0 million commitment (approximately $18.9 million) was recorded on the balance sheet as an element of deferred charges under license agreements with a corresponding liability. During the fourth quarter of 2001, as part of the Company’s routine procedures and due to the emergence of indicators of impairment, Transmeta performed an assessment of the carrying value for its long-lived assets. As a result, during the fourth quarter of 2001, the Company recorded a charge to write-off the carrying value of the deferred charges associated with this agreement.

Although the asset was impaired, the associated liability remains on the balance sheet. The liability was accreted to its future value using the effective interest method at a rate of approximately 15% per annum and the accretion expense was recorded as part of amortization of deferred charges, patents and patent rights. Accretion expense for these payments was zero for fiscal 2007, 2006 and 2005. During 2001, Transmeta fulfilled its obligation to pay IBM the $4.0 million payment due on or before December 15, 2001 by negotiating a $3.5 million payment in June 2001. A scheduled payment of $7.0 million and $6.0 million was made to IBM in December 2003 and 2002, respectively, in accordance with the terms of the agreement. Under the terms of a re-negotiation of payment terms made in October 2004, the Company made a $4.0 million payment to IBM in December 2004. The Company further re-negotiated the contract payment obligation with IBM in December 2004 by making an additional $7.0 million payment in December 2004 and deferred the remaining balance and related interest payments until June 30, 2006. In December 2005, the Company re-negotiated the contract payment obligation with IBM by making a payment of $4.8 million in exchange for the remaining debt balance. As a result of this early payment, the Company recorded a $0.2 million gain in early debt extinguishment in interest and other income, net.

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6.   Patents and Patent Rights

Patents and patent rights, net, consisted of the following:

	December 31,
	2007			2006
	(In thousands)
Patents and patent rights	$	47,920		$	47,920
Less: accumulated amortization		(45,532	)		(38,686	)
Patents and patent rights, net	$	2,388		$	9,234

Patents and patent rights for microprocessor technology were acquired from Seiko Epson (Epson) in May 2001. Under the patents and patent rights agreement with Epson, Transmeta agreed to pay Epson a combination of $30.0 million in cash and shares of the Company’s common stock valued at $10.0 million based upon the average of the closing stock price over a defined period. The Company recorded total consideration of $38.1 million consisting of $10.8 million of Transmeta common stock, $26.8 million as the net present value of cash payments and $0.5 million of acquisition costs on the balance sheet as an element of patents and patent rights. The Company paid Epson $7.5 million in cash and 766,930 shares of the Company’s unregistered common stock in May 2001. The number of shares issued to Epson was calculated in accordance with the agreement; however for accounting purposes the value of the shares was determined using the closing price on the issuance date, or $14.10, resulting in a recorded value of $10.8 million. The Company paid Epson $7.5 million in cash in May 2004, $7.5 million in cash in May 2003 and $7.5 million in cash in May 2002 in accordance with the terms of the agreement. The May 2004 payment represented the completion of the Company’s obligations in relation to this agreement.

Additional patents and patent rights for microprocessor technology were acquired from another third party in February 2001. In exchange for the acquired patents and patent rights, Transmeta agreed to pay a combination of $7.0 million cash and shares of the Company’s common stock valued at $3.0 million over a three year period. The Company recorded total consideration of $9.7 million consisting of the net present value of cash payments of $6.7 million and $3.0 million of Transmeta common stock. The Company paid $1.5 million, $1.5 million and $4.0 million in cash in February 2003, 2002 and 2001, respectively. The Company issued 796,178 shares, 340,483 shares and 31,719 shares of the Company’s unregistered common stock in February 2003, 2002 and 2001, respectively. Each issuance had a market value of $1.0 million calculated in accordance with the terms of the agreement. As of December 31, 2007, the Company has no further commitments for these patents and patent rights.

Patents and patent rights are amortized on a straight-line basis over their expected life of seven years. The Company believes that a seven-year amortization period continues to be appropriate and consistent with the Company’s increased focus on the licensing of intellectual property under its modified business model. Amortization expense of $6.8 million was recorded in each of fiscal 2007, 2006 and 2005 related to patents and patent rights. Future amortization expense related to patents and patent rights is as follows:

	(In thousands)
Years ending December 31,
2008	$	2,388
2009		—
Total future amortization	$	2,388

7.   Restructuring Charges

During fiscal 2005, the Company recorded restructuring charges of $2.0 million. The Company recorded termination and severance charges of $1.5 million related to a workforce reduction during the first six months of 2005 as a result of its strategic restructuring to focus the Company’s ongoing efforts on licensing our advanced

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TRANSMETA CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

technologies and intellectual property, engaging in engineering services opportunities and continuing its product business on a modified basis. During fiscal 2005, the Company recorded a charge of $1.9 million related to excess facilities and $1.5 million related to the workforce reduction in early 2005, partially offset by a net restructuring benefit of $1.3 million as the Company reoccupied a portion of its previously vacated and restructured facilities.

During fiscal 2006, the Company recorded restructuring charges of $0.9 million related to excess facilities. The Company recorded total 2006 lost rent of $0.4 million and change of estimates of $0.3 million.

During fiscal 2007, the Company recorded restructuring charges of $8.9 million. The Company recorded termination and severance charges of $7.1 million related to a workforce reduction during the first six months of 2007 as a result of the Company’s strategic restructuring to focus its ongoing efforts on licensing the Company’s advanced technologies and intellectual property. During fiscal 2007, the Company recorded a charge of $1.8 million related to excess facilities and $7.1 million related to the workforce reduction, partially offset by a net restructuring benefit of $0.2 million as the Company subleased some of its previously vacated and restructured facilities.

Accrued restructuring charges consisted of the following at December 31, 2007 (in thousands):

	Excess			Workforce
	Facilities			Reduction			Total
Balance as of December 31, 2004	$	5,245		$	—		$	5,245
Restructuring charges		1,899			1,502			3,401
Adjustments and reversals		(1,278	)		(90	)		(1,368	)
Cash drawdowns		(1,610	)		(1,412	)		(3,022	)
Balance as of December 31, 2005		4,256			—			4,256
Restructuring charges		551			—			551
Change in estimates		325						325
Cash drawdowns		(2,148	)		—			(2,148	)
Balance as of December 31, 2006		2,984			—			2,984
Restructuring charges		1,537			7,104			8,641
Change in estimates		238						238
Cash drawdowns		(3,222	)		(7,049	)		(10,271	)
Balance as of December 31, 2007	$	1,537		$	55		$	1,592

8.   Impairment Charges

Long-Lived and Other Assets

During the first quarter of 2007, the Company recorded a charge of $0.3 million related primarily to software that was impaired because it was unrelated to the Company’s ongoing licensing business.

During the fourth quarter of 2006, the Company recorded a charge of $0.8 million related to long-lived and other assets associated with its product business, which charge comprised $0.3 million for property and equipment and $0.5 million for software maintenance prepayments.

Inventories

In 2006, we built our inventory of 90 nanometer Efficeon products in anticipation of a ramp in demand resulting from the Microsoft FlexGo program, but our sales of 90 nanometer Efficeon products were minimal during 2006 and we received no production orders for our special FlexGo-enabled Efficeon products. Accordingly, we recorded an $1.8 million inventory impairment for our remaining 90 nanometer Efficeon products as of

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December 31, 2006. In the first quarter of 2007 we received an additional $0.4 million of new raw material for the FlexGo program of Fujitsu die, which we impaired as of March 31, 2007.

9.   Commitments and Contingencies

Transmeta leases a total of approximately 126,225 square feet of office space in Santa Clara, California, under leases expiring in June 2008. As a result of Transmeta’s workforce reductions in fiscals 2002, 2005 and 2007, it vacated approximately 99,539 square feet of office space in Santa Clara, California. As of December 31, 2007, approximately 57,100 square feet of vacated office space had been subleased. Transmeta is still evaluating its alternatives for Santa Clara office space after the current leases expire in June 2008. During the first half of 2007, Transmeta closed its leased office space in Taiwan and Japan and, as of December 31, 2007, the Company no longer has any remaining obligations under those leases.

Transmeta leases its facilities and certain equipment under non-cancelable operating leases expiring through 2008. Gross operating lease and rental expenses were $5.2 million, $6.2 million and $6.2 million in fiscals 2007, 2006 and 2005, respectively. The facility leases provide for a 4% annual base rent increase. Of the total operating lease commitments of $3.5 million included in the table below, the Company has accrued $1.5 million of the liabilities as a component of accrued restructuring costs (See Note 7 “Restructuring Charges”). During fiscals 2003 and 2004, Transmeta entered into agreements that expire in 2007 and 2008 to sublease portions of its facilities that were vacated as part of the 2002 restructuring plan. Accordingly, sublease income of $574,000 $376,000 and $325,000 in fiscals 2007, 2006 and 2005, respectively, derived from such agreements was charged to the accrued restructuring charge balance. Deferred rent was approximately $46,000 and $407,000 as of December 31, 2007 and 2006, respectively.

At December 31, 2007, Transmeta’s contractual obligations were:

	Future Minimum Payments Due by Period
	Years Ended December 31,
	Total		2008		2009
	(In thousands)
Operating leases(1)	$	2,047	$	2,047	$	—
Unconditional contractual obligations(2)		1,467		667		800
Total	$	3,514	$	2,714	$	800

(1)

Operating leases include agreements of building facilities less fiscal 2008 sublease income of $339 thousand

(2)

Contractual obligations include agreements to purchase goods or services that are enforceable and legally binding on us and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Contractual obligations also include agreements for design tools and software for use in product development.

Indemnifications and warranties

In connection with its former product business, the company typically provided a warranty that includes factory repair services or replacement as needed for replacement parts on its products for a period of one year from shipment. Transmeta records a provision for estimated warranty cost upon shipment of its products. Warranty cost has been within management’s expectations to date and has not been material.

Transmeta generally sells its products and certain technology licenses with a limited indemnification of customers against intellectual property infringement claims related to the Transmeta products or technologies. The Company’s policy is to accrue for known indemnification issues if a loss is probable and can be reasonably estimated and to accrue for estimated incurred but unidentified issues based on historical activity. To date, there are no such accruals or related expenses.

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As permitted under Delaware law, Transmeta has agreements whereby its officers and directors are indemnified for certain events or occurrences while the officer or director is or was serving, at Transmeta’s request, in such capacity. The term of the indemnification period is for the officer’s or director’s term in such capacity. The maximum potential amount of future payments that Transmeta could be required to make under these indemnification agreements is unlimited. Transmeta has a director and officer insurance policy that reduces Transmeta’s exposure and enables Transmeta to recover a portion of future amounts to be paid. To date, payments under these agreements have not been material.

10.   Litigation and Asserted Claims

The Company is subject to legal claims and litigation arising in the ordinary course of its business, such as employment or intellectual property claims, including but not limited to the matters described below. Although there are no legal claims or litigation matters pending that the Company expects to be material in relation to its business, consolidated financial condition, results of operations or cash flows, legal claims and litigation are subject to inherent uncertainties and an adverse result in one or more matters could negatively affect our results.

Beginning in September 2001, the Company, certain of its directors and former officers, and certain of the underwriters for its initial public offering were named as defendants in three putative shareholder class actions that were consolidated in and by the United States District Court for the Southern District of New York in In re Transmeta Corporation Initial Public Offering Securities Litigation, Case No. 01 CV 6492. The complaints allege that the prospectus issued in connection with the Company’s initial public offering on November 7, 2000 failed to disclose certain alleged actions by the underwriters for that offering, and alleges claims against the Company and several of its directors and former officers under Sections 11 and 15 of the Securities Act of 1933, as amended, and under Sections 10(b) and Section 20(a) of the Securities Exchange Act of 1934, as amended. Similar actions have been filed against more than 300 other companies that issued stock in connection with other initial public offerings during 1999-2000. Those cases have been coordinated for pretrial purposes as In re Initial Public Offering Securities Litigation, Master File No. 21 MC 92 (SAS). In July 2002, the Company joined in a coordinated motion to dismiss filed on behalf of multiple issuers and other defendants. In February 2003, the District Court granted in part and denied in part the coordinated motion to dismiss, and issued an order regarding the pleading of amended complaints. Plaintiffs subsequently proposed a settlement offer to all issuer defendants, which settlement would provide for payments by issuers’ insurance carriers if plaintiffs fail to recover a certain amount from underwriter defendants. Although the Company and the individual defendants believe that the complaints are without merit and deny any liability, but because they also wished to avoid the continuing waste of management time and expense of litigation, they accepted plaintiffs’ proposal to settle all claims that might have been brought in this action. Our insurance carriers were part of the proposed settlement, and the Company and the individual Transmeta defendants expect that their share of any global settlement will be fully funded by their director and officer liability insurance. In April 2006, the District Court held a final settlement approval hearing on the proposed issuer settlement and took the matter under submission. Meanwhile the consolidated case against the underwriter defendants went forward, and in December 2006, the Court of Appeals for the Second Circuit held that a class could not be certified in that case. As a result of the Court of Appeals’ holding, the District Court suggested that the proposed issuer settlement could not be approved in its proposed form and should be modified. In June 2007, the District Court entered an order terminating the proposed settlement based upon a stipulation among the parties to the settlement. It is unclear what impact these developments will have on the Company’s case. The Company expects that the parties will likely seek to reformulate a settlement in light of the Court of Appeal’s ruling, and the Company believes that the likelihood that it would be required to pay any material amount is remote. It is possible that the parties may not reach a final written settlement agreement or that the District Court may decline to approve any settlement in whole or part. In the event that the parties do not reach agreement on a final settlement, the Company and the Transmeta defendants believe that they have meritorious defenses and intend to defend any remaining action vigorously.

In October 2006, the Company filed a lawsuit against Intel in the United States District Court for the District of Delaware for infringement of ten Transmeta U.S. patents covering computer architecture and power efficiency

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technologies. The Company’s complaint, as amended, charged Intel with infringing 11 Transmeta patents by making and selling a variety of microprocessor products, and requested an injunction against Intel’s sales of infringing products as well as monetary damages. Intel filed its answer in January 2007, denying infringement of any of the Transmeta patents and asserting that all of the Transmeta patents in suit are invalid and unenforceable for inequitable conduct. Intel’s answer also included counterclaims alleging that the Company infringed seven Intel patents by making and selling its Crusoe and Efficeon micro processors. Intel requested an injunction against the Company’s sales of infringing products as well as monetary damages. In February 2007, the Company filed its reply to Intel’s counterclaims, denying infringement of any of the Intel patents and contending that all of the Intel patents are invalid and that three of the Intel patents are unenforceable for inequitable conduct. In October 2007, the Company entered into and announced a binding term sheet with Intel to settle all claims between Transmeta and Intel. On December 31, 2007, the Company and Intel entered into a settlement, release and license agreement and a LongRun and LongRun2 technology license agreement to effectuate that settlement. The settlement, release and license agreement provides for Intel to make an initial $150 million payment to the Company within 30 days of December 31, 2007, as well as annual payments of $20 million for each of the next five years, for total payments of $250 million. The agreement grants Intel a perpetual non-exclusive license to all of the Company’s patents and patent applications, including any patent rights later acquired by the Company, now existing or as may be filed during the next ten years. The Company also agreed to transfer technology and to grant to Intel a non-exclusive license to the Company’s LongRun and LongRun2 technologies and future improvements. Intel granted the Company a covenant not to sue for the Company’s development and licensing to third parties of its LongRun and LongRun2 technologies. Finally, the parties agreed to dismiss the litigation with prejudice and for a mutual general release of all claims between the parties, with each party to bear its own costs. On January 28, 2008, Intel made and the Company received the initial payment of $150 million. On January 31, 2008, the Company and Intel jointly filed a stipulation of dismissal with the United States District Court in Delaware dismissing this case with prejudice.

In July 2007, the Company received a letter on behalf of a putative stockholder, Vanessa Simmonds, demanding that the Company investigate and prosecute a claim for alleged short-swing trading in violation of Section 16(b) of the Securities Exchange Act of 1934 against the underwriters of the Company’s November 2000 initial public offering and unidentified directors, officers and stockholders of the Company. On or about October 9, 2007, Simmonds filed a purported shareholder derivative action in the United States District Court for the Western District of Washington, captioned Simmonds v. Morgan Stanley, et al., Case No. C07-1636 RSM, against three of the underwriters of the Company’s initial public offering. On or about February 28, 2008, Simmonds filed an amended complaint. None of the Company’s current or former directors or officers is named as a party in the action. The Company is named only as a nominal defendant in the action, and Simmonds does not seek any remedy or recovery from the Company.

On January 31, 2008, the directors and certain officers of the Company were named as defendants in a purported shareholder derivative action in the Superior Court for Santa Clara County, California, captioned Riley Investment Partners Investment Fund, L.P., et al. v. Horsley, et al. (Transmeta Corp.), Case No. 1:08-CV-104667. The complaint alleges claims for breach of fiduciary duty, gross mismanagement, waste of corporate assets and abuse of control relating to the compensation of the Company’s management. Defendants filed a demurrer to the complaint in March 2008, and the Court has scheduled a hearing on defendants’ demurrer for May 2, 2008.

11.   Employee Stock Option Plans

2000 Equity Incentive Plan

The 2000 Equity Incentive Plan (“the Plan”) was adopted in September 2000 and became effective November 6, 2000. The Plan serves as the successor to the 1997 Equity Incentive Plan, and authorizes the award of options, restricted stock and stock bonuses and provides for the grant of both incentive stock options (“ISO’s”) that qualify under Section 422 of the Internal Revenue Code to employees and nonqualified stock options to employees, directors and consultants. The exercise price of the incentive stock options must be at least equal to the fair market

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value of the common stock on the date of grant. The exercise price of incentive stock options granted to 10% stockholders must be at least equal to 110% of the fair market value of the common stock on the date of grant. The maximum term of the options granted is ten years. During any calendar year, no person will be eligible to receive more than 200,000 shares, or 300,000 shares in the case of a new employee.

Transmeta initially reserved 350,000 shares of common stock under the Plan. The aggregate number of shares reserved for issuance under the Plan is increased automatically on January 1 of each year starting on January 1, 2001 by an amount equal to 5% of the total outstanding shares of the Company on the immediately preceding December 31. As a result of this provision, 494,691, 479,277 and 469,433 shares were added to the Plan in 2007, 2006 and 2005 respectively. In addition, the Plan allows for canceled shares from the 1995 and 1997 Equity Incentive Plans to be transferred into the 2000 Plan. As a result of this provision, 93,446, zero and zero shares were also added to the Plan in 2007, 2006 and 2005, respectively.

Non-Plan Stock Option Grants

Transmeta has from time to time granted options outside of its plans (“Non-Plan Stock Options”). Non-Plan Stock Options to purchase shares of common stock authorized and granted were 352,300 in 2000 and 125,000 in 1999. No non-plan stock options were granted in fiscal years 2007, 2006 and 2005.

Prior Equity Incentive Plans

The 1995 Equity Incentive Plan and the 1997 Equity Incentive Plan (the “Prior Plans”) provided for the grant of ISOs to employees and the grant of non-statutory stock options to employees, directors and consultants. Options granted under the

The 1995 Equity Incentive Plan and the 1997 Equity Incentive Plan (the “Prior Plans”) provided for the grant of ISOs to employees and the grant of non-statutory stock options to employees, directors and consultants. Options granted under the Prior Plans were designated as “ISO,” or “non-statutory stock options” at the discretion of Transmeta, with exercise prices not less than the fair market value at the date of grant. Options granted under the Prior Plans generally vest 25% on the first anniversary of the vesting start date and then monthly over the next three years and expire ten years from the grant date.

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Stock Option Summary

The following is a summary of the Company’s stock option activity under the Plan and the Prior Plans and related information:

											Weighted
											Average
									Weighted		Remaining		Aggregate
	Shares						Weighted		Average Grant		Contractual		Intrinsic
	Available for			Number of			Average		Date Fair		Term		Value
	Grant			Shares			Exercise Price		Value		(In Years)		(In thousands)
Balance at December 31, 2004(*)		208,856			1,990,186		$	48.80
Additional shares reserved		469,433			—
Options granted		(770,418	)		770,418			16.00	$	10.40
Options exercised		—			(30,210	)		18.20
Options forfeited / canceled / expired		766,654			(774,154	)		44.60
Balance at December 31, 2005(*)		674,525			1,956,240		$	38.00
Additional shares reserved		479,277			—
Options granted		(391,308	)		391,308			29.60	$	19.60
Options exercised		—			(183,895	)		19.00
Options forfeited / canceled / expired		264,619			(264,619	)		38.60
Balance at December 31, 2006(*)		1,027,113			1,899,034		$	38.00
Additional shares reserved		494,691			—
Options granted		(1,358,800	)		1,358,800			11.91	$	9.40
Options exercised		—			(43,598	)		14.34
Options forfeited / canceled / expired		1,266,191			(1,316,868	)		38.72
Outstanding as of December 31, 2007		1,429,195			1,897,368		$	19.42				8.2	$	2,377
Vested and expected to vest at December 31, 2007					1,538,175		$	20.81				6.8	$	2,046
Options exercisable at December 31, 2007					594,931		$	32.03				3.8	$	1,667

(*) All data adjusted for 1-for-20 reverse stock split in August 2007.

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value for in-the-money options as December 31, 2007 based on the $13.66 closing stock price, the last trading day of 2007, of Transmeta’s Common Stock on the Nasdaq Global Market which would have been received by the option holders had all option holders exercised their options as of that date. The total number of in-the-money options outstanding as of December 31, 2007 was 1,344,943, of which 123,143 were exercisable.

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			Weighted
	Number of		Average
Shares Exercisable at:	Shares		Exercise Price
December 31, 2005		1,151,122	$	51.60
December 31, 2006		1,216,738	$	46.20
December 31, 2007		594,931	$	32.03

The exercise prices for options outstanding and exercisable as of December 31, 2007 and their weighted average remaining contractual lives were as follows:

	Outstanding
			Weighted				Exercisable
			Average		Weighted				Weighted
			Remaining		Average				Average
	Shares		Contractual Term		Exercise		Shares		Exercise
Range of Exercise Prices	Outstanding		(In Years)		Price		Exercisable		Price
As of December 31, 2007:
$00.00 - $11.00		224,500		4.65	$	4.86		122,000	$	—
$12.02 - $13.00		51,143		9.65		12.04		1,143		13.00
$13.36 - $13.36		1,019,300		8.41		13.36		—		—
$13.40 - $15.00		217,413		7.00		14.51		132,611		14.96
$15.80 - $43.00		227,899		5.70		28.54		182,064		28.51
$43.20 - $190.00		152,629		2.82		70.27		152,629		70.27
$223.40 - $223.40		450		3.35		223.40		450		223.40
$244.80 - $244.80		600		3.41		244.80		600		244.80
$260.20 - $260.20		3,434		3.37		260.20		3,434		260.20
Total		1,897,368		8.22	$	19.42		594,931	$	32.03

Accelerated vesting of Certain Stock Options

On September 27, 2005, the Company’s Board of Directors approved the accelerated vesting of certain outstanding stock options previously granted under the Company’s equity incentive plans and agreements. The decision accelerated the vesting of all unvested employee stock options granted before September 27, 2005 having exercise prices higher than $40.00 per share. The closing price of the Company’s common stock on September 27, 2005 was $27.60. The decision to accelerate the vesting of the affected options was based upon a recommendation of the Compensation Committee of the Company’s Board of Directors, which committee consists entirely of independent, non-employee directors. Stock options held by non-employee directors of the Company were not accelerated. These actions were taken in accordance with the applicable provisions of the Company’s stock option plans, and the Company believes the decision to be in the best interest of the Company and its shareholders.

As a result of the acceleration, unvested options to purchase approximately 0.1 million shares of the Company’s common stock became fully vested and immediately exercisable. The affected stock options have exercise prices ranging from $40.40 to $79.60 per share, and a weighted average exercise price of $48.20. The affected options include options to purchase approximately 29,350 shares of the Company’s common stock held by the Company’s executive officers, having a weighted average exercise price of $46.40. This acceleration was effective as of September 27, 2005.

Par Value Stock Options

On December 17, 2007, the Company approved the issuance of two groups of grants of restricted shares to employees in the form of par value stock options to purchase Transmeta Common Stock. The first group of grants, for an aggregate of 25,100 shares, vested with respect to 100% of the shares upon Transmeta receiving its initial

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$150 million payment from Intel in January 2008. The second group of grants, for an aggregate of 96,900 shares, will vest with respect to 100% of the shares on August 22, 2008. A total of 122,000 shares were granted under the two grants.

Employee Stock Purchase Plan

Transmeta effected the 2000 Employee Stock Purchase Plan (the “Purchase Plan”) in November 2000. The Purchase Plan allows employees to designate up to 15% of their total compensation to purchase shares of the Company’s common stock at 85% of fair market value. Upon effectiveness of the Purchase Plan, the Company reserved 100,000 shares of common stock under the Purchase Plan. In addition, the aggregate number of shares reserved for issuance under the Purchase Plan will be increased automatically on January 1 of each year starting on January 1, 2001 by an amount equal to 1% of the total outstanding shares of the Company on the immediately preceding December 31. As a result of this provision, 98,938, 95,855, 93,887 and 83,764 shares were added to the Purchase Plan in 2007, 2006, 2005 and 2004, respectively. In May 2002, the Company’s stockholders authorized an additional 200,000 shares to be available under the Purchase Plan. As of December 31, 2007, 856,966 shares had been issued under the Purchase Plan.

The number of shares and weighted-average fair value of shares issued under the Company’s employee stock purchase plan for fiscal years 2007, 2006 and 2005 were:

	Year Ended		Year Ended		Year Ended
	2007		2006		2005
Number of shares issued		84,093		124,395		166,657
Fair value of shares issued	$	14.60	$	13.40	$	8.20

12.   Stockholders’ Equity

At December 31, 2007, the total common stock amount at a par value of $0.00001 per share is minimal. The Company therefore reports the common stock and paid in capital amounts in total.

Common Stock Reserved for Issuance

Shares reserved for future issuance were as follows:

	As of December 31,
	2007		2006
Warrants outstanding		1,012,000		18,252
Options outstanding		1,897,368		1,899,034
Employee Stock Purchase Plan		14,849		4
Series B convertible preferred stock outstanding		713,470		—
Future option grants		1,634,558		1,194,976
Total shares reserved for issuance		5,272,245		3,112,266

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Common Stock Warrants

Transmeta has periodically granted warrants in connection with certain lease and bank agreements and consulting services. The Company had the following warrants outstanding to purchase common stock at December 31, 2007:

			Exercise
Issuance	Number of		Price per
Date	Shares		Share		Expiration Date
April 1998		12,000	$	25.00	April 2008
September 2007		1,000,000	$	9.00	September 2012
Warrants outstanding		1,012,000

At the time of issuance, the warrants were valued using the BSM valuation model based on the assumptions used for stock-based awards to employees (see Note 2 “Summary of Significant Accounting Policies” under the title “Stock-Based Compensation”) except that a volatility of 0.80 was used through fiscal 2000.

Treasury Stock

In connection with the resignation of two officers in the fourth quarter of fiscal 2001, the Company purchased 39,844 mature vested shares with a market value of approximately $2.4 million held by the two officers in exchange for cancellations of a portion of shareholder notes held by the officers (see Note 11“Employee Stock Option Plans”). Mature vested shares are shares that have been both vested and outstanding for over six months. As a result of this transaction, the Company recorded $2.4 million as a contra-equity balance representing the market value of the treasury stock at the date the shares were acquired and the notes were cancelled.

Preferred Stock

The Company is authorized, subject to limitations imposed by Delaware law, to issue up to a total of 250,000 shares of preferred stock in one or more series, without stockholder approval. The Board of Directors is authorized to establish from time to time the number of shares to be included in each series, and to fix the rights, preferences and privileges of the shares of each wholly unissued series and any of its qualifications, limitations or restrictions. The Board of Directors can also increase or decrease the number of shares of a series, but not below the number of shares of that series then outstanding, without any further vote or action by the stockholders.

The Board of Directors may authorize the issuance of preferred stock with voting or conversion rights that could harm the voting power or other rights of the holders of the common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of Transmeta and might harm the market price of its common stock and the voting and other rights of the holders of common stock. As of December 31, 2006 and 2005, there were no shares of preferred stock outstanding.

Sale of Series B Preferred Stock to Advanced Micro Devices

On July 2, 2007, the Company entered into a stock purchase agreement with Advanced Micro Devices, Inc., a Delaware corporation (“AMD”), to sell to AMD 1,000,000 shares of the Company’s Series B Preferred Stock, par value $0.00001 per share (the “Series B Preferred Stock”) in consideration for $7.5 million cash. The Series B Preferred Stock is convertible into 713,470 shares of the Company’s common stock. Concurrently with this stock purchase agreement, the Company also entered into a voting agreement with AMD and a registration rights agreement relating to the Company’s Series B Preferred Stock.

On July 3, 2007, the Company sold 1,000,000 shares of Series B Preferred Stock to AMD in consideration for $7.5 million cash. No underwriter was involved in the sale of the Series B Preferred Stock. The Company

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determined that the net proceeds from the sale of its Series B Preferred Stock to AMD were approximately $7.0 million, after deducting certain estimated expenses payable and prepaid expenses. The Company expects to use the remaining amount for general corporate purposes, including working capital and capital expenditures.

Conversion rights, Non-redeemable.  The Series B Preferred Stock is not redeemable. The Series B Preferred Stock is convertible, at any time at the option of AMD, into the Company’s common stock. Each share of the Series B Preferred Stock is convertible into 0.71347 fully paid and non-assessable shares of common stock. That conversion ratio was calculated based on a weighted average closing price of common stock for a period of 20 consecutive trading days ending on June 29, 2007, and adjusted for the one-for-twenty reverse split effective August 17, 2007.

Dividends.  Each share of the Series B Preferred Stock is entitled to receive dividends at a rate of $0.60 per calendar year if the Transmeta Board of Directors declares any dividends on Transmeta common stock, prior and in preference to Transmeta common stock. No dividends may be paid on any shares of Transmeta common stock unless this dividend preference is paid on each share of the Series B Preferred Stock. If, after this dividend preference is paid on each outstanding share of the Series B Preferred Stock, the Transmeta Board of Directors declares additional dividends on Transmeta common stock, then the Series B Preferred Stock will be entitled to receive, from such additional dividends, dividends on a pari passu basis with the Transmeta common stock, based on the number of shares of Transmeta common stock into which the outstanding Series B Preferred Stock is then convertible, until each then outstanding share of the Series B Preferred Stock shall have received an aggregate amount equal to $7.50 per share, after which the outstanding Series B Preferred Stock will be entitled to receive no further dividends. The Transmeta Board of Directors is under no obligation to declare dividends, no rights accrue to the holders of the Series B Preferred Stock if dividends are not declared, and any dividends declared will be noncumulative.

Liquidation Preference.  Each share of the Series B Preferred Stock is also entitled to certain preferences in the event of any Liquidation of Transmeta. A “Liquidation” includes (i) the liquidation, dissolution or winding up of Transmeta; (ii) the merger or consolidation of Transmeta by means of any transaction or series of related transactions, provided that the applicable transaction will not be deemed a Liquidation unless Transmeta’s stockholders constituted immediately prior to such transaction hold less than 50% of the voting power of the surviving or acquiring entity immediately after such transaction; or (iii) a sale of all or substantially all of Transmeta’s assets requiring approval of Transmeta’s stockholders. In the event of a Liquidation, the holders of the Series B Preferred Stock will be entitled to receive, out of the Transmeta assets that may be legally distributed to Transmeta’s stockholders, before any payment or distribution of assets to the holders of Transmeta common stock, a liquidation preference consisting of (i) $7.50 per share of the Series B Preferred Stock, plus (ii) declared but unpaid dividends on such share, minus (iii) the amount of any cash dividends received by the holders of Series B Preferred Stock, minus (iv) the amount of any payment received by the holders of Series B Preferred Stock respecting a merger or asset sale consummated prior to such Liquidation.

Voting Rights.  Each share of the Series B Preferred Stock is entitled to vote on all matters and is entitled to the number of votes per share of the Series B Preferred Stock equal to the number of shares of Transmeta common stock into which each share of Series B Preferred Stock is convertible. Except as required by law, or as otherwise provided below, the holders of shares of Series B Preferred Stock and Transmeta common stock will vote together as a single class and not as separate classes.

Transmeta may not, without first obtaining the approval of the holders of at least a majority of the Series B Preferred Stock then outstanding: (i) amend any provision of Transmeta’s certificate of incorporation or bylaws or the certificate of designations creating the Series B Preferred Stock in a manner that adversely affects the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, the Series B Preferred Stock; (ii) increase or decrease the number of authorized shares of Series B Preferred Stock; or (iii) until such time as the holders of Series B Preferred Stock have received an aggregate of $7,500,000 in cash dividends, create, issue or reclassify any Transmeta common stock or preferred stock, or securities convertible into Transmeta common stock

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or preferred stock, having rights, preferences or privileges which are senior to the rights of the Series B Preferred Stock.

AMD has agreed to vote the Series B Preferred Stock in favor of a merger of Transmeta or a sale of all or substantially all of its assets if Transmeta becomes subject to Section 2115 of the California General Corporations Law and a majority of the then outstanding shares of Transmeta common stock votes in favor of that transaction.

Beneficial Conversion Feature and Deemed Dividend.  When the $7.5 million of convertible Series B Preferred Stock was issued at a discount from the if-converted $11.1 million fair value as of the commitment date, the Company recognized this difference between the fair value per share of its common stock and the conversion price, multiplied by the number of shares issuable upon conversion. This Beneficial Conversion Feature of $3.6 million was recorded as additional paid-in-capital for common shares, per EITF 98-5 “Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios”. The offsetting amount was amortizable over the period from the issue date to the first conversion date. Since the Series B Preferred Stock is immediately convertible, a deemed dividend of $3.6 million to the Series B Preferred Stock was recorded and immediately amortized. As the Company is in an accumulated deficit position, the deemed dividend was charged against additional paid-in-capital for common shares, there being no retained earnings from which to declare a dividend. The net income (loss) attributable to common shareholders reflects both the net income (loss) and the deemed dividend.

One-for-20 Reverse Stock Split in August 2007

On July 31, 2007, the Company held its 2007 annual meeting of stockholders. At that meeting, the Company received stockholder approval of a proposal to amend its Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio within the range from one-for-10 to one-for-40, together with a corresponding reduction in the number of authorized shares of the Company’s common stock and capital stock, at any time prior to July 31, 2008.

In August 2007, the Company’s Board of Directors approved the implementation of a reverse stock split at a ratio of one-for-twenty shares, and authorized the Company to file an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to effect that reverse stock split. As of August 17, 2007, the effective date of the reverse stock split, every twenty (20) shares of the Company’s common stock was converted into one (1) “new” share of the Company’s common stock. The reverse split reduced the number of outstanding shares of the Company’s common stock from approximately 200 million shares to approximately 10 million shares as of August 17, 2007. The exercise price and number of shares of common stock issuable under the Company’s outstanding warrants and options was proportionately adjusted to reflect the reverse stock split. The number of shares issuable upon conversion of the Company’s Series B preferred stock and issuable under its equity incentive plans was proportionately reduced to reflect the reverse stock split.

All references in this Form 10-K to earnings per share, the number of common shares, contingent warrants, common stock equivalents, and options, and the share price have been retroactively restated to reflect the common stock split and the increase in authorized common stock.

Direct Placement Offering of Common Stock and Warrants

On September 20, 2007 the Company filed its Prospectus Supplement for sale of Common Stock and Warrants under its registration statement on Form S-3 (Registration No. 333-144476, effective July 20, 2007). The offering to selected institutional investors for an aggregate price of $12.8 million closed on September 26, 2007.

The securities in the offering included 2,000,000 shares of Transmeta common stock and warrants to purchase 1,000,000 shares of Transmeta common stock, which securities were offered in “units” at a price of $6.40 per unit. Each unit consisted of one share of Transmeta common stock and a warrant to purchase 0.5 shares of Transmeta common stock at an exercise price of $9.00 per share for each share of common stock that the investor purchased in

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the offering. The Shares and Warrants were immediately separable and were issued separately. The Warrants may be exercised at any time after the six month anniversary of the closing of the Offering until the fifth anniversary of such closing, at an exercise price of $9.00 per share. No holders of the warrants will possess any rights as a stockholder under those warrants (such as voting or dividends) until the holder exercises those warrants.

After estimated issuance costs of $1.2 million, the Stock and Warrant offering provided net proceeds to the Company of $11.6 million. The Common Stock and Warrant offering was recorded as equity for fair value received, per EITF 00-19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock.”

The warrants for 1,000,000 common shares also contain specific terms for a Fundamental Transaction.

A “Fundamental Transaction” occurs if, while the warrant is outstanding, (1) the Company pays a dividend in, or makes a distribution of, shares of its capital stock, (2) consolidates or merges with or into another corporation, or (3) sells, transfers or disposes of its property, assets or business, resulting in distribution to Transmeta common shareholders of cash, of the successor’s or acquirer’s common stock, or of any other kind of securities or property.

In these cases, the warrant holder will receive, upon exercise, the same amount and kind of cash, securities or property from such Fundamental Transaction, as if the warrant exercise occurred immediately prior to such transaction. The successor or acquirer Company has the obligation to provide the warrant holders this consideration.

Certain limited “Fundamental Transactions” permit the holder of a warrant to receive cash consideration in lieu of Company common stock, at the warrant holder’s option. These transactions must be a consolidation or merger (with loss of majority voting power) or sale of all or substantially all of Transmeta’s assets. Additionally, such select transactions must be for either all cash, a Rule 13-3e transaction, or for equity of a non-traded entity. In these cases, warrant holders may choose between exercise for Company common stock (as above) or receipt of cash determined by the BSM option value of the remaining term of the unexercised warrants. The BSM pricing model to be used has specific terms for average common share price, risk-free interest rate and historical price volatility.

Stockholders’ Rights Agreement

On January 10, 2002, the Company entered into a Rights Agreement, pursuant to which the Company’s Board of Directors declared a dividend of one stock purchase right (a “Right”) for each outstanding share of the Company’s common stock. The dividend was issued to stockholders of record on January 18, 2002. In addition, one Right shall be issued with each share of the Company’s common stock that becomes outstanding (i) between the record date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (as such terms are defined in the Rights Agreement) or (ii) following the Distribution Date and prior to the Redemption Date or Final Expiration Date, pursuant to the exercise of stock options or under any employee plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company, which options or securities were outstanding prior to the Distribution Date. The Rights will become exercisable only upon the occurrence of certain events specified in the Rights Agreement, including the acquisition of 15% of the Company’s outstanding common stock by a person or group. Each Right entitles the registered holder, other than an “acquiring person”, under specified circumstances, to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.00001 per share, of the Company, at a price of $21.00 per one one-hundredth of a share of that preferred stock, subject to adjustment. In addition, each Right entitles the registered holder, other than an “acquiring person”, under specified circumstances, to purchase from the Company that number of shares of the Company’s Common Stock having a market value of two times the exercise price of the Right.

13.   Employee Benefit Plan

Transmeta has an Employee Savings and Retirement Plan (the “Benefit Plan”) under Section 401(k) of the Internal Revenue Code for its eligible employees. The Benefit Plan is available to all of Transmeta’s employees who

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meet minimum age requirements, and provides employees with tax deferred salary deductions and alternative investment options. Employees may contribute up to 15% of their eligible earnings, subject to certain limitations. There have been no matching contributions by the Company under the Benefit Plan.

14.   Related Party Transaction

Sales to Investee

Transmeta entered into a trademark and technology licensing agreement during fiscal 2003 with Chinese 2 Linux (Holdings) Limited. In relation to this agreement, the Company became a 16.6% beneficial owner of the party with which the agreement was entered. The agreement resulted in recognition of license and service revenue of zero, zero and $330,000 during fiscal 2007, 2006 and 2005, respectively. The investments in C2L were valued at zero in the accompanying Consolidated Balance Sheets.

15.   Income Taxes

The provision for income taxes is comprised of:

	Years Ended December 31,
	2007		2006		2005
	(In thousands)
Current
Federal	$	3,273	$	—	$	—
State		24		2		6
Foreign		11		84		162
Subtotal current provision		3,308		86		168
Deferred
Federal		—		—		—
State		—		—		—
Subtotal deferred provision		—		—		—
Total provision for income taxes	$	3,308	$	86	$	168

The differences between Transmeta’s effective tax rate and the U.S. federal statutory tax rate were:

	Years Ended December 31,
	2007			2006			2005
Tax at federal statutory rate		34.0	%		34.0	%		34.0	%
State, net of federal benefit		5.8	%		5.6	%		3.0	%
Non-deductible items		(8.7	)%		(7.1	)%		4.0	%
Foreign income not taxed at federal rate		0.0	%		(0.1	)%		(0.2	)%
Credits		6.7	%		9.6	%		44.7	%
NOLs not benefitted		(10.0	)%		—			—
Alternative minimum tax		(5.5	)%		—			—
Change in state rate		0.0	%		—			—
FAS 109 true-up		(0.1	)%		—			—
Change in valuation allowance		(27.7	)%		(42.3	)%		(88.2	)%
Provision for income taxes		(5.5	)%		(0.3	)%		(2.7	)%

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Deferred income taxes reflect the net tax effects of operating losses and tax credit carryforwards and temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets were as follows:

	Years Ended December 31,
	2007			2006
	(In thousands)
Deferred tax assets:
Depreciation and amortization	$	49,000		$	58,000
Reserves and other		102,000			10,000
Credits		26,000			24,000
Net operating losses		75,000			143,000
Gross deferred tax asset		252,000			235,000
Valuation allowance		(252,000	)		(235,000	)
Net deferred tax assets	$	—		$	—

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of deferred assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

Based on the available objective evidence, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, management has applied a full valuation allowance against its net deferred tax assets at December 31, 2007. The net change in the total valuation allowance for the year ended December 31, 2007 was an increase of approximately $17 million. At December 31, 2007, the company had $219.5 million of Federal and $19.1 million of State net operating loss carryforwards available to reduce future taxable income which if not utilized will begin to expire in 2010 and 2007 for federal and state tax purposes, respectively. Approximately $16.7 million of Federal net operating losses are related to stock option deductions of which $5.3 million would be in excess of book deductions, for which a full valuation allowance has been recorded.

The Company has research credit carryforwards of approximately $13.7 million and $14.4 million for federal and state income tax purposes, respectively. If not utilized, the federal carryforward will expire in various amounts beginning in 2010. The California credit can be carried forward indefinitely. The Company has Alternative Minimum Tax credits of approximately $3.3 million and zero million for federal and state income tax purposes, respectively. If not utilized, the credits can be carried forward indefinitely. Deferred tax liabilities have not been recognized for undistributed earnings for foreign subsidiaries because it is management’s intention to reinvest such undistributed earnings outside the U. S.

The Company believes a prior ownership change, as defined by Section 382 of the Internal Revenue Code (IRC), will limit the future realization of its net operating loss carryforwards. Based on its analysis, the Company believes Section 382 could result in the forfeiture of approximately $6.2 million of net operating loss carryforward for federal income tax purposes.

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The domestic and foreign components of income (loss) before income taxes are:

	Years Ended December 31,
	2007			2006			2005
	(In thousands)
United States	$	(59,950	)	$	(23,530	)	$	(6,078	)
Foreign		76			118			65
Income (loss) before income taxes	$	(59,874	)	$	(23,412	)	$	(6,013	)

In July 2006, the Financial Accounting Standards Board issued Interpretation No. (“FIN 48”), “Accounting for Uncertainty in Income Taxes”. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS 109. This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on de-recognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure, and transition. The Company adopted FIN 48 effective January 1, 2007. At January 1, 2007, the cumulative unrecognized tax benefit was $7.7 million, which would have resulted in a decrease in retained earnings except the decrease was netted against deferred tax assets with a full valuation allowance or other fully reserved amounts, and if recognized there will be no effect on the Company’s effective tax rate. Upon adoption of FIN 48 the Company recognized no adjustment in the liability for unrecognized income tax benefits.

At December 31, 2007, the company had $8.2 million of unrecognized tax benefits of which $22,900 impacted the effective tax rate.

For years ended December 31, 2007, 2006, and 2005 no interest related to unrecognized tax benefits was recorded.

The Company is subject to taxation in the US, various state jurisdictions, and foreign jurisdictions. The Company is currently open to audit under the statute of limitations by the Internal Revenue Service and California tax authorities for the years ending December 31, 1995 through 2007 due to carryforward of unutilized net operating losses and research development credits.

For FIN 48 purposes, the Company accounts for interest and penalties related to uncertain tax positions as part of its provision for federal, state, and foreign income taxes. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	(In thousands)
Balance as of January 1, 2007	$	7,700
Additions for tax positions related to the current year		500
Additions for tax positions related to prior years		—
Reductions for tax positions of prior years		—
Settlements		—
Balance as of December 31, 2007	$	8,200

16.   Business Segments and Major Customers

The Company has determined that, in accordance with FASB No. 131, “Disclosure About Segments of an Enterprise and Related Information,” it operates in one segment as it operates and is evaluated by management on a single segment basis- the development, licensing, marketing and sale of hardware and software technologies for the computing market.

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Sales by geographic area are categorized based on the customers billing address. The following is a summary of the Company’s net revenue by major geographic area:

	Years Ended December 31,
	2007			2006			2005
Japan		89	%		98	%		67	%
North America		6	%		1	%		5	%
China/Hong Kong		0	%		—			17	%
Taiwan		4	%		—			6	%
Other		1	%		1	%		5	%
Total net revenue		100	%		100	%		100	%

Long lived assets of $3.5 million and $12.1 million for fiscal 2007 and 2006, respectively, were located entirely within the United States.

Revenues are highly concentrated among those customers each comprising more than 10% of annual revenue. For fiscal years 2007, 2006, and 2005 there were two, three and three such customers that accounted for 89%, 96% and 83% of total revenues, respectively.

Customer accounts receivable are highly concentrated among those customers each comprising more than 10% of current receivables. For the balances as of December 31, 2007 and 2006, a single customer each year accounted for almost 100% of customer receivables.

17.   Subsequent Events

The Company’s receipt of initial payment and dismissal of lawsuit pursuant to the Intel litigation settlement

On January 28, 2008, pursuant to the Settlement, Release and License Agreement between the Company and Intel dated December 31, 2007, described above in Note 10, “Litigation and Asserted Claims,” Intel made to the Company, and the Company received, an initial payment of $150 million.

On January 31, 2008, the Company and Intel jointly filed a stipulation of dismissal with the United States District Court in Delaware dismissing with prejudice the Transmeta v. Intel litigation.

The Company’s evaluation of and response to an unsolicited expression of interest from Riley Investment Management LLC

On January 31, 2008, the Company became aware of a letter from Riley Investment Management LLC (“RIM”) expressing RIM’s interest in seeking to acquire all of the outstanding shares of the Company’s common stock not already owned by RIM or its affiliates for $15.50 per share in cash, subject to numerous conditions. On February 7, 2008, the Company announced that it had engaged Piper Jaffray & Co. to work with the Company’s Board of Directors and management team to help identify options to enhance shareholder value and to assist the Company in evaluating the indication of interest from RIM. On February 28, 2008, the Company’s Board of Directors responded to the RIM, stating that, after careful consideration, including a thorough review of the RIM proposal with the Company’s independent financial and legal advisors, Piper Jaffray & Co. and Fenwick & West LLP, the Board had determined that RIM’s $15.50 per share indication of interest is not in the best interests of Transmeta’s shareholders, and that the Board believes that RIM’s indication of interest undervalues the Company’s assets, business and opportunities.

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18.   Quarterly Results of Operations (Unaudited)

The following table presents Transmeta’s unaudited quarterly statement of operations data for the four quarters of fiscal 2007 and fiscal 2006. Each quarter consists of 13 weeks. For ease of presentation, the quarterly financial statements are shown as ending on calendar quarters. The Company believes that this information has been prepared on the same basis as its audited consolidated financial statements and that all necessary adjustments, consisting only of normal recurring adjustments, have been included to present fairly the selected quarterly information. Transmeta’s quarterly results of operations for these periods are not necessarily indicative of future results of operations.

	Three Months Ended
	Dec. 31,			Sept. 30,			Jun. 30,			Mar.31,			Dec. 31,			Sept. 30,			Jun. 30,			Mar.31,
	2007			2007			2007			2007			2006			2006			2006			2006
	(In thousands, except for per share data)
Revenue:
Product	$	—		$	—		$	25		$	142		$	216		$	507		$	361		$	589
License		102			1			—			—			—			10,000			—			—
Service		24			43			146			1,997			2,177			6,810			8,970			18,920
Total revenue		126			44			171			2,139			2,393			17,317			9,331			19,509
Cost of revenue:
Product(*)		—			—			—			80			194			9			(62	)		162
License		—			—			—			—			—			39			—			—
Service(*)		11			18			80			1,138			1,473			3,913			5,795			10,881
Impairment charge on inventories		—			—			—			364			1,802			—			—			—
Total cost of revenue		11			18			80			1,582			3,469			3,961			5,733			11,043
Gross profit		115			26			91			557			(1,076	)		13,356			3,598			8,466
Operating expenses:
Research and development(*)(1)		1,981			1,336			2,537			4,936			7,261			4,838			4,769			3,252
Selling, general and administrative(*)(2)		17,236			6,107			5,644			6,106			5,038			4,847			6,043			5,544
Restructuring charges, net		1			177			1,978			6,723			486			148			133			109
Amortization of patents and patent rights		1,712			1,711			1,711			1,712			1,712			1,711			1,712			1,711
Impairment charge on long-lived and other assets		—			—			8			294			800			—			—			—
Total operating expenses (gain)		20,930			9,331			11,878			19,771			15,297			11,544			12,657			10,616
Operating (loss) income		(20,815	)		(9,305	)		(11,787	)		(19,214	)		(16,373	)		1,812			(9,059	)		(2,150	)
Interest income and other, net		138			250			350			509			625			731			592			508
Interest expense		53			(15	)		(28	)		(10	)		(97	)		(1	)		0			0
Income (loss) before income taxes		(20,624	)		(9,070	)		(11,465	)		(18,715	)		(15,845	)		2,542			(8,467	)		(1,642	)
Provision for (benefit from) income taxes(3)		3,301			3			(15	)		19			56			23			2			5
Net income (loss)		(23,925	)		(9,073	)		(11,450	)		(18,734	)		(15,901	)		2,519			(8,469	)		(1,647	)
Deemed dividend for beneficial conversion feature of preferred stock		—			(3,630	)		—			—			—			—			—			—
Net income (loss) attributable to common shareholders	$	(23,925	)	$	(12,703	)	$	(11,450	)	$	(18,734	)	$	(15,901	)	$	2,519		$	(8,469	)	$	(1,647	)
Net income (loss) per share attributable to common shareholders — basic	$	(1.99	)	$	(1.24	)	$	(1.15	)	$	(1.88	)	$	(1.61	)	$	0.26		$	(0.87	)	$	(0.17	)

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	Three Months Ended
	Dec. 31,			Sept. 30,			Jun. 30,			Mar.31,			Dec. 31,			Sept. 30,			Jun. 30,			Mar.31,
	2007			2007			2007			2007			2006			2006			2006			2006
	(In thousands, except for per share data)
Net income (loss) per share attributable to common shareholders — fully diluted	$	(1.99	)	$	(1.24	)	$	(1.15	)	$	(1.88	)	$	(1.61	)	$	0.25		$	(0.87	)	$	(0.17	)
Weighted average shares outstanding — basic		12,021			10,236			9,997			9,961			9,879			9,832			9,786			9,668
Weighted average shares outstanding — diluted		12,021			10,236			9,997			9,961			9,879			9,990			9,786			9,668
(*) Includes stock-based compensation:
Cost of product revenue	$	—		$	—		$	—		$	—		$	4		$	(4	)	$	5		$	4
Cost of service revenue		1			1			14			3			186			239			763			601
Research and development		328			(271	)		364			(82	)		723			339			403			258
Selling, general and administrative		343			244			315			382			533			527			739			454

(1)	Fourth quarter 2007 research and development costs included $0.2 million of Intel litigation related expenses
(2)	Fourth quarter 2007 selling, general and administrative costs included $15.1 million of Intel litigation related expenses
(3)	Fourth quarter 2007 tax provision for a fiscal year with financially-reported net loss reflects 2007 tax return recognition of Intel settlement, mitigated by NOL and tax credits utilization.

77

Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A.   Controls and Procedures

(a)   Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and our chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2007. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Securities Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based on this evaluation of our disclosure controls and procedures, our chief executive officer and chief financial officer have concluded that, as of December 31, 2007, our disclosure controls and procedures were effective

(b)   Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as that term is defined in Securities Exchange Act Rules 13a-15(f) and 15d-15(f).

Internal control over financial reporting is a process designed by, or under the supervision of, a company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

With the participation of our chief executive officer and chief financial officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2007 based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2007.

Burr, Pilger & Mayer LLP, our independent registered public accounting firm, has issued their audit report, which is included below, on our internal control over financial reporting as of December 31, 2007.

(c)   Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

To the Board of Directors and Stockholders of Transmeta Corporation

78

We have audited the internal control over financial reporting of Transmeta Corporation and its subsidiaries (the “Company”) as of December 31, 2007, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Transmeta Corporation and its subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Transmeta Corporation and its subsidiaries as of December 31, 2007 and 2006, and the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2007 and our report dated March 16, 2008 expressed an unqualified opinion on those consolidated financial statements.

/s/ Burr, Pilger & Mayer LLP

San Jose, California

March 16, 2008

(d)   Changes in Internal Control Over Financial Reporting

Regulations under the Securities Exchange Act of 1934 require public companies to evaluate any change in internal control over financial reporting. In connection with their evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2007, our management did not identify any change in our internal control over financial reporting during the three-month period ended December 31, 2007 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

79

(e)   Inherent Limitations on Effectiveness of Controls

Our management, including our chief executive officer and our chief financial officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. Any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Item 9B.   Other Information

Not applicable.

PART III

Item 10.   Directors, Executive Officers and Corporate Governance

The information required by this item is incorporated by reference to our definitive proxy statement for our 2008 Annual Meeting of Stockholders.

We have adopted a Code of Ethics for Chief Executive Officer and Senior Financial Officers that applies to our chief executive officer and senior finance professionals. We have also adopted a corporate Code of Conduct that applies to our directors, officers and employees. In addition, we have adopted a Policy Regarding Accounting Complaints and Concerns. These corporate policies are posted on our company website at
http://www.transmeta.com/corporate/ir/corp_governance.html.

Item 11.   Executive Compensation

The information required by this item is incorporated by reference to our definitive proxy statement for our 2008 Annual Meeting of Stockholders.

Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is incorporated by reference to our definitive proxy statement for our 2008 Annual Meeting of Stockholders.

Item 13.   Certain Relationships and Related Transactions, and Director Independence

The information required by this item is incorporated by reference to our definitive proxy statement for our 2008 Annual Meeting of Stockholders.

Item 14.   Principal Accountant Fees and Services

The information required by this item is incorporated by reference to our definitive proxy statement for our 2008 Annual Meeting of Stockholders.

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PART IV

Item 15.   Exhibits and Financial Statement Schedules

(a) (1) Financial Statements

See Index to Consolidated Financial Statements in Part II, Item 8.

(a) (2) Financial Statement Schedules

All financial statement schedules have been omitted because the information required is not applicable or is shown in the Consolidated Financial Statements or notes thereto.

(a) (3) Exhibits

See Exhibit Index immediately following the signature pages.

(b) Exhibits

See Item 15(a)(3) above.

(c) Financial Statement Schedules

See Item 15(a)(2) above.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TRANSMETA CORPORATION

By:  /s/  Sujan Jain

Sujan Jain

Chief Financial Officer

(Principal Financial and Accounting Officer and

Duly Authorized Officer)

Dated: March 17, 2008

By:  /s/  Lester M. Crudele

Lester M. Crudele

Chief Executive Officer

(Principal Executive Officer)

Dated: March 17, 2008

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POWER OF ATTORNEY

By signing this Form 10-K below, I hereby appoint each of Lester M. Crudele and Sujan Jain,, as my attorney-in-fact to sign all amendments to this Form 10-K on my behalf, and to file this Form 10-K (including all exhibits and other documents related to the Form 10-K) with the Securities and Exchange Commission. I authorize each of my attorneys-in-fact to (1) appoint a substitute attorney-in-fact for himself and (2) perform any actions that he or she believes are necessary or appropriate to carry out the intention and purpose of this Power of Attorney. I ratify and confirm all lawful actions taken directly or indirectly by my attorneys-in-fact and by any properly appointed substitute attorneys-in-fact.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Lester M. Crudele [Principal Executive Officer] Lester M. Crudele	Chief Executive Officer	March 17, 2008
/s/  Sujan Jain [Principal Financial Officer and Duly Authorized Officer] Sujan Jain	Chief Financial Officer	March 17, 2008
/s/  Murray A. Goldman Murray A. Goldman	Director	March 15, 2008
/s/  R. Hugh Barnes R. Hugh Barnes	Director	March 17, 2008
/s/  Robert V. Dickinson Robert V. Dickinson	Director	March 15, 2008
/s/  William P. Tai William P. Tai	Director	March 17, 2008
/s/  T. Peter Thomas T. Peter Thomas	Director	March 15, 2008
/s/  Rick Timmins Rick Timmins	Director	March 15, 2008

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INDEX TO EXHIBITS

				Incorporated by Reference
Exhibit									Filing	File
Number			Exhibit Title	Form	File No.	Exhibit			Date	Herewith
	3	.01	Second Amended and Restated Certificate of Incorporation	10-K			3	.01	03/07/2001
	3	.02	Restated Bylaws	S-1	333-44030
	3	.03	Certificate of Designations specifying the terms of the Series A Junior Participating Preferred Stock of Transmeta as filed with the Secretary of State of the State of Delaware	8-A			3	.02	01/16/2002
	3	.04	Certificate of Designations, Preferences and Rights of Series B Preferred Stock (par value $0.00001 per share) of Transmeta Corporation filed with the Secretary of State of Delaware on July 3, 2007.	8-K			3	.1	7/9/2007
	4	.01	Specimen common stock certificate	S-1			4	.01
	4	.02	Fifth Restated Investors’ Rights Agreement dated March 31, 2000, between Transmeta, certain stockholders of Transmeta and a convertible note holder named therein	S-1			4	.02
	4	.03	Form of Piggyback Registration Rights Agreement	S-1			4	.03
	4	.04	Rights Agreement dated January 15, 2002 between Transmeta and Mellon Investor Services LLC as Rights Agent, which includes as Exhibit A the form of Certificate of Designations of Series A Junior Participating Preferred Stock, as Exhibit B the Summary of Stock Purchase Rights and as Exhibit C the Form of Rights Certificate	8-A			4	.01	01/16/2002
	4	.05	Voting Agreement between Transmeta Corporation and Advanced Micro Devices, Inc. dated July 2, 2007.	8-K			4	.1	7/9/2007
	4	.06	Registration Rights Agreement between Transmeta Corporation and Advanced Micro Devices, Inc. dated July 2, 2007.	8-K			4	.2	7/9/2007
	10	.01	Form of Indemnity Agreement.**	S-1			10	.01
	10	.02	1995 Equity Incentive Plan.**	S-1			10	.02
	10	.03	1997 Equity Incentive Plan.**	S-1			10	.03
	10	.04	2000 Equity Incentive Plan.**	S-8			4	.06	01/18/2002
	10	.05	2000 Employee Stock Purchase Plan.**	S-8			4	.08	05/28/2002
	10	.06	Lease Agreement, dated November 1, 1995, between John Arrillaga, as trustee of John Arrillaga Family Trust, Richard T. Peery, as trustee of Richard T. Peery Separate Property Trust, and Transmeta, as amended by Amendment No. 1, dated January 29, 1997, and Amendment No. 2, dated April 2, 1998, between John Arrillaga, as trustee of John Arrillaga Survivor’s Trust (successor in interest to the Arrillaga Family Trust), Richard T. Peery, as trustee of Richard T. Peery Separate Property Trust, and Transmeta	S-1			10	.08
	10	.07	Lease Agreement, dated January 29, 1997, between John Arrillaga, as trustee of John Arrillaga Family Trust, Richard T. Peery, as trustee of Richard T. Peery Separate Property Trust, and Transmeta, as amended by Amendment No. 1, dated April 2, 1998, between John Arrillaga, as trustee of John Arrillaga Survivor’s Trust (successor in interest to the Arrillaga Family Trust), Richard T. Peery, as trustee of Richard T. Peery Separate Property Trust, and Transmeta	S-1			10	.09
	10	.08	Lease Agreement, dated April 2, 1998, between John Arrillaga, as trustee of John Arrillaga Survivor’s Trust, Richard T. Peery, as trustee of Richard T. Peery Separate Property Trust, and Transmeta	S-1			10	.10
	10	.09	Lease Agreement, dated April 2, 1998, between John Arrillaga, as trustee of John Arrillaga Survivor’s Trust, Richard T. Peery, as trustee of Richard T. Peery Separate Property Trust, and Transmeta	S-1			10	.11
	10	.10	Form of Stock Option Agreement under Transmeta’s 2000 Equity Incentive Plan.**	S-1			10	.17
	10	.11	Form of Stock Option Agreement (for Non-Employee Directors) under Transmeta’s 2000 Equity Incentive Plan.**	S-1			10	.18
	10	.12	Form of Stock Option Agreement. Incorporated by reference to Exhibit 10.18 to Transmeta’s Form 10-K for the year ended December 31, 2000.**	10-K			10	.18

84

				Incorporated by Reference
Exhibit									Filing	File
Number			Exhibit Title	Form	File No.	Exhibit			Date	Herewith
	10	.17	Technology Transfer Services and Technology License Agreement, dated March 25, 2004, between Transmeta and NEC Electronics Corporation.+	10-K			10	.17	3/29/2005
	10	.18	LongRun2 Technology License Agreement, dated November 29, 2004, between Transmeta and Fujitsu Limited.+	10-K			10	.18	3/29/2005
	10	.19	LongRun2 Technology License Agreement, dated January 20, 2005, between Transmeta and Sony Corporation.+	10-K			10	.19	3/29/2005
	10	.20	Design Services Agreement, dated March 29, 2005, among Transmeta Corporation, Sony Computer Entertainment, Inc. and Sony Corporation.+	10-Q			10	.20	05/25/2005
	10	.22	Master Services Agreement and Intellectual Property Assignment, dated April 1, 2005, by and between Transmeta Corporation and Microsoft Corporation	10-Q			10	.22	08/15/2005
	10	.23	Series of six Schedule A agreements, dated May 11, 2005, by and between Transmeta Corporation and Microsoft Corporation	10-Q			10	.23	08/15/2005
	10	.24	Non-employee Director Compensation Plan	8-K					06/14/2005
	10	.26	LongRun2 Technology License Agreement, dated February 22, 2006, between Transmeta and Toshiba Corporation.	10-Q			10	.26	05/10/2006
	10	.28	Agreement for the Purchase and Sale of Products, entered June 5, 2006, between Transmeta and Advanced Micro Devices, Inc. +	10-Q			10	.28	08/09/2006
	10	.29	Consulting agreement between Lester M. Crudele and Transmeta Corporation dated October 31, 2006	10-Q			10	.29	11/06/2006
	10	.30	Offer of Employment as President and Chief Executive Officer, dated January 31, 2007, from Transmeta Corporation to Lester M. Crudele.**	10-Q			10	.30	05/15/2007
	10	.31	Separation and Release Agreement and Consulting Agreement, entered February 1, 2007, between Transmeta Corporation and Arthur L. Swift.**	10-Q			10	.31	05/15/2007
	10	.32	Incentive Retention Agreement, entered February 27, 2007, between Transmeta Corporation and John O’Hara Horsley.**	8-K			10	.32	01/04/2008
	10	.33	Separation and Release Agreement and Consulting Agreement, entered June 15, 2007, between Transmeta Corporation and David R. Ditzel.**	10-Q			10	.33	11/08/2007
	10	.34	Stock Purchase Agreement between Transmeta Corporation and Advanced Micro Devices, Inc. dated July 2, 2007.	8-K			10	.1	07/09/2007
	10	.35	Separation and Release Agreement entered August 14, 2007, between Transmeta Corporation and Ralph J. Harms.**	10-Q			10	.34	11/08/2007
	10	.36	Offer of Employment as Chief Financial Officer, dated August 11, 2007, from Transmeta Corporation to Sujan Jain.**	10-Q			10	.35	11/08/2007
	10	.37	Settlement Release and License Agreement between Transmeta Corporation and Intel Corporation							X
	10	.38	LongRun and LongRun2 Technology License Agreement between Transmeta Corporation and Intel Corporation+							X
	21	.01	Subsidiaries	S-1			21	.01
	23	.01	Consent of Burr, Pilger & Mayer LLP, Independent Registered Public Accounting Firm							X
	24	.01	Power of Attorney. See Signature Page							X
	31	.01	Certification by Lester M. Crudele pursuant to Rule 13a-14(a)							X
	31	.02	Certification by Sujan Jain pursuant to Rule 13a-14(a)							X
	32	.01	Certification by Lester M. Crudele pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002							X
	32	.02	Certification by Sujan Jain pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002							X

**	Management contract or compensatory arrangement.
+	Confidential treatment has been requested for portions of this exhibit. These portions have been omitted from this Report and have been filed separately with the Securities and Exchange Commission.

85

EX-10.37

Exhibit 10.37

CONFIDENTIAL

Settlement, Release and License Agreement Between

Transmeta Corporation And Intel Corporation

     This Settlement, Release and License Agreement (“Agreement”) is entered into as of December 31, 2007 (“Effective Date”) by and between Transmeta Corporation, a Delaware corporation having an office at 2540 Mission College Blvd., Santa Clara, CA 95054, (“Transmeta”) and Intel Corporation, a Delaware corporation having an office at 2200 Mission College Blvd., Santa Clara, California 95052, U.S.A. (“Intel”) (each of Transmeta and Intel being a “Party” and together the “Parties”).

WHEREAS, there is pending litigation in the United States District Court for the District of Delaware in Civil Action No. 06-633-GMS in which the Parties have asserted various claims and defenses against each other;

WHEREAS, in the pending litigation, each Party alleges, among other things, that certain of the other Party’s past and current microprocessor products infringe certain of its patents, and Transmeta further alleges that certain of Intel’s microprocessors in development infringe certain Transmeta patents;

WHEREAS, each Party denies that it infringes any of the patents asserted by the other Party and contends that the patents asserted by the other Party are either invalid or unenforceable;

WHEREAS, the Parties deny any liability arising from the pending litigation, but wish to resolve all claims, known and unknown, between them;

WHEREAS, the Parties entered into a Binding Term Sheet dated October 20, 2007, as amended on December 18, 2007 (the “Binding Term Sheet”), pursuant to which the Parties agreed to, among other things, settle the pending litigation and attempt to negotiate a definitive agreement by December 31, 2007 or have the Binding Term Sheet become the final agreement between the Parties effective December 31, 2007;

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and in consideration of the mutual covenants and payments set forth herein, the parties hereto agree as follows:

1. Definitions

1.1. “Affiliate” means any entity that directly or indirectly controls or is under common control with the subject Party. Solely for the purposes of this definition of “Affiliate” set forth in this Section 1.1, “control” means direct or indirect ownership or control of (i) more than fifty percent (50%) of the outstanding shares or securities entitled to vote for the election of directors or similar managing authority of the subject entity; (ii) more than fifty percent (50%) of the ownership interest representing the right to make the decisions for the subject entity; or (iii) any other ability to elect more than half of the board of

	directors or similar managing authority of the subject entity, whether by contract or otherwise.
1.2.	“Assert/Assertion” means to bring an action of any nature before any legal, judicial, arbitration, administrative, executive or other type of body or tribunal that has or claims to have authority to adjudicate such action in whole or in part. Examples of such body or tribunal include, without limitation, United States State and Federal Courts, the United States International Trade Commission and any foreign counterparts of any of the foregoing; provided, however, that this definition shall specifically exclude patent interference proceedings, if any, before the United States Patent and Trademark Office or any foreign counterpart patent office or agency.
1.3.	“Capture Period” shall mean any time on or prior to the tenth (10th) anniversary of the Effective Date.
1.4.	“Claims” shall mean actions, causes of action, claims or demands of any type, liabilities, losses, damages, duties, obligations, attorneys’ fees, court costs, or any other form of claim or compensation.
1.5.	“Change of Control” shall mean any transaction or series of related transactions with respect to any Party or Granting Subsidiary in which, either:

(1)i.1.

a Person or group of related Persons, any one of which is not a Covered Party and is not a Granting Subsidiary, who do not Control (as defined below) such Party prior to such transaction or series of transactions, subsequently obtain(s) Control of a Party by any means, whether by operation of law, acquisition of securities, merger, contract, acquisition of assets, or otherwise; or

(1)i.2.

a Person or group of related Persons, any one of which is not a Covered Party and is not a Granting Subsidiary, who do not Control such Granting Subsidiary prior to such transaction or series of transactions, subsequently obtain(s) Control of a Granting Subsidiary by any means, whether by operation of law, acquisition of securities, merger, contract, acquisition of assets, or otherwise in a transaction or series of transactions that result(s) in the Granting Subsidiary no longer meeting all the requisite conditions of being a Subsidiary.

As used in this Section 1.5, a Person (or group of related Persons) exercises “Control” over a Party or Granting Subsidiary when such Person or group owns or controls (either directly or indirectly) any of the following: (a) if the Party or Granting Subsidiary issues voting stock or other voting securities, more than fifty percent (50%) of the outstanding stock or securities entitled to vote for the election of directors or similar managing authority; or (b) if such Party or Granting Subsidiary does not issue voting stock or other voting securities, more than fifty percent (50%) of the ownership interest that represents the right to make decisions for such Party or Granting Subsidiary; or (c) any other ability to elect more than fifty percent (50%) of the board of directors or similar managing

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	authority of the subject Party or Granting Subsidiary, whether by contract or otherwise; provided, however, that with respect to an Intel Granting Subsidiary that is a Minority Subsidiary, the applicable percentage in (a) through (c) above shall be sixty percent (60%) percent instead of fifty percent (50%).
1.6.	“Controlled Subsidiary” shall mean any Subsidiary in which a Party owns or controls (either directly or indirectly) any of the following:

(a)	if such entity has voting shares or stock or other voting securities, more than fifty percent (50%) of the outstanding shares or stock or securities entitled to vote for the election of directors or similar managing authority; or
(b)	if such entity does not have voting shares or stock or other voting securities, more than fifty percent (50%) of the ownership interest that represents the right to make decisions for such entity; or
(c)	any other ability to elect more than fifty percent (50%) of the board of directors or similar managing authority of the subject entity, whether by contract or otherwise.
For clarity, “Intel Controlled Subsidiary” shall mean a Subsidiary of Intel that is a Controlled Subsidiary, and “Transmeta Controlled Subsidiary” shall mean a Subsidiary of Transmeta that is a Controlled Subsidiary. For additional clarity, any event causing a Person that was once a Controlled Subsidiary to no longer meet the requisite conditions of being a Controlled Subsidiary as set forth in this Section 1.6, whether by Change of Control or otherwise, shall render such Person to be no longer a Controlled Subsidiary.

1.7.	“Covered Party” shall mean either Party and (but not necessarily together with) all of its Covered Subsidiaries.
1.8.	“Covered Subsidiary” shall mean any Granting Subsidiary in which a Party owns or controls an interest sufficient to receive at least forty percent (40%) of the profits and/or losses of such Granting Subsidiary, provided that such Granting Subsidiary shall be deemed to be also a Covered Subsidiary only so long as:

(a)	the Party owning or controlling such interest has not contractually or otherwise surrendered, limited, or in any other way forfeited any part of its share of the profits or losses distributed by the Granting Subsidiary;
(b)	the Party owning or controlling the shares, securities, or other interest required under Sections 1.19(a), 1.19(b) or 1.19(c) for such Granting Subsidiary to be a Subsidiary has not contractually or otherwise surrendered, limited, or in any other way constrained its authority to elect the managing authority or make decisions for the entity; and
(c)	all requisite conditions of being a Covered Subsidiary are met.

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     For clarity, any event causing a Person that was once a Covered Subsidiary to no longer meet the requisite conditions of being a Covered Subsidiary as set forth in this Section 1.8, whether by Change of Control or otherwise, shall render such Person to be no longer a Covered Subsidiary.

1.9.	“Former Subsidiary” shall mean a Person that, after meeting all the requirements of being a Covered Subsidiary set forth in Section 1.8 (including without limitation agreeing to be bound by the terms of this Agreement), ceased to meet all the requirements of being a Subsidiary set forth in Section 1.19.
1.10.	“Granting Subsidiary” shall mean:

(a)

any Controlled Subsidiary with respect to which a Party has taken all steps necessary to bind that Controlled Subsidiary to the obligations, covenants, licenses and other terms of this Agreement, as such steps are further set forth in Subsection 3.4(a)(1), for so long as such Controlled Subsidiary remains so bound and continues to meet the requisite conditions for being a Controlled Subsidiary (subject to the terms of, among other provisions of this Agreement, Section 3.4(g)); and

(b)

any Minority Subsidiary who has elected and taken all steps necessary to be bound by the obligations, covenants, licenses and other terms of this Agreement, as such steps are further set forth in Subsection 3.4(b), for so long as such Minority Subsidiary meets the requisite conditions for being a Minority Subsidiary (subject to the terms of, among other provisions of this Agreement, Section 3.4(g)).

     For clarity, “Intel Granting Subsidiary” shall mean a Controlled Subsidiary or Minority Subsidiary of Intel that is a Granting Subsidiary and “Transmeta Granting Subsidiary” shall mean a Controlled Subsidiary or Minority Subsidiary of Transmeta that is a Granting Subsidiary. For additional clarity, the term “Granting Subsidiary” shall include all Intel Covered Subsidiaries and Transmeta Covered Subsidiaries, but the terms “Intel Covered Subsidiary” and “Transmeta Covered Subsidiary” shall include only those Granting Subsidiaries that meet the requisite conditions for qualifying as Covered Subsidiaries under the definition set forth in Section 1.8.

1.11.

“Information System Product” shall mean any active or passive circuit element, apparatus, appliance, circuit assembly, computer, device, equipment, firmware, housing, Integrated Circuit, instrumentality, material, method, process, service, software, substrate or other means for calculating, classifying, combining, computing, detecting, displaying, handling, hosting, imaging, inputting, manifesting, measuring, modifying, networking, originating, photographing, playing, printing, processing, providing, receiving, recording, reproducing, retrieving, scanning, serving, storing, switching, transmitting or utilizing any data or any other information for any purpose, including without limitation any component or subsystem thereof and any supplies therefor.

1.12.

“Initial Payment” shall mean have the meaning set forth in Section 4.1 hereof.

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1.13.	“Integrated Circuit” shall mean an integrated unit comprising one or more active and/or passive circuit elements associated on one or more substrates, such unit forming, or contributing to the formation of, a circuit for performing electrical functions (including, if provided therewith, housing and/or supporting means).
1.14.	“Intel Licensed Product” shall mean any product that constitutes: (a) an Information System Product that Intel or an Intel Covered Subsidiary makes, has made, sells or offers to sell, (b) software that Intel or an Intel Covered Subsidiary makes, has made, sells or offers to sell or (c) any combination thereof.
1.15.	“Minority Subsidiary” shall mean a Subsidiary that is not a Controlled Subsidiary.
1.16.	“Patents” shall mean Patent Rights that are owned or controlled at any time on or after the Effective Date by the applicable Party or any of its Granting Subsidiaries or to which such entities have the right to grant licenses, that have a first effective filing date or priority date during the Capture Period and to the extent that the applicable Party or any of its Granting Subsidiaries has the right to grant licenses within and of the scope set forth in this Agreement and without the requirement to pay consideration to any third Person (other than employees of the applicable Party or any of its Subsidiaries) for the grant of a license under this Agreement. For clarity, “Intel(’s) Patents” shall mean the Patents of Intel and its Granting Subsidiaries and “Transmeta(‘s) Patents” shall mean the Patents of Transmeta and its Granting Subsidiaries.
1.17.	“Patent Rights” shall mean all classes or types of patents (including without limitation originals, divisions, continuations, continuations-in-part, extensions or reissues), and applications for these classes or types of patents throughout the world.
1.18.	“Person” shall mean any natural person, and any corporation, partnership, limited liability company or other legal entity recognized in any jurisdiction in the world.
1.19.	“Subsidiary” shall mean any corporation, partnership, limited liability company or other entity recognized in any jurisdiction in the world, now or hereafter, in which a Party owns or controls (either directly or indirectly) any of the following:

(a)	if such entity has voting shares or stock or other voting securities, at least forty percent (40%) of the outstanding shares or stock or securities entitled to vote for the election of directors or similar managing authority; or
(b)	if such entity does not have voting shares or stock or other voting securities, at least forty percent (40%) of the ownership interest that represents the right to make decisions for such entity; or
(c)	any other ability to elect at least forty percent (40%) of the board of directors or similar managing authority of the subject entity, whether by contract or otherwise.

An entity shall be deemed to be a Subsidiary under this Agreement only so long as the Party owning or controlling the shares, stock, securities or other ownership interest

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required under Sections 1.19(a), 1.19(b) or 1.19(c) above has not contractually or otherwise surrendered, limited or in any other way constrained its authority to elect the managing authority or make decisions for the entity, and only so long as all the requisite conditions of being a Subsidiary are met. For clarity, any event causing a Person that was once a Subsidiary to no longer meet the requisite conditions of being a Subsidiary as set forth in this Section 1.19, whether by Change of Control or otherwise, shall render such Person to be no longer a Subsidiary.

1.20.

“Transmeta Power Management Technology” shall mean Transmeta’s power management and leakage control technologies as embodied in Transmeta’s LongRun and LongRun2 technologies. For clarity, Transmeta Power Management Technology shall not include, as a non-limiting example, any microprocessor architecture technology.

2. Mutual Releases

2.1. Transmeta Release.

(a)

Transmeta (for itself and on behalf of all persons acting for it, including directors, officers and employees, to the fullest extent Transmeta has such authority), each of its Granting Subsidiaries and Affiliates, and their predecessors, successors and assigns hereby release, acquit and forever discharge Intel and its Covered Subsidiaries that are Covered Subsidiaries as of the Effective Date from any and all Claims, known or unknown, suspected or unsuspected, that they have, have had or may have relating to or arising from any acts, omissions or statements made on or before the later of the Effective Date or, with respect to any Transmeta Granting Subsidiary, the date of becoming a Transmeta Granting Subsidiary.

(b)

Transmeta (for itself and on behalf of all persons acting for it, including directors, officers and employees, to the fullest extent Transmeta has such authority) and each of its Granting Subsidiaries and Affiliates, and their predecessors, successors and assigns hereby release, acquit and forever discharge all the direct and indirect distributors, customers and contract manufacturers of Intel and of its Covered Subsidiaries that are Covered Subsidiaries as of the Effective Date, from any and all claims for patent infringement that they have, have had or may have based on any acts or omissions occurring on or before the later of the Effective Date or, with respect to any Transmeta Granting Subsidiary, the date of becoming a Transmeta Granting Subsidiary, which, had they been performed after the later of the Effective Date or the date of becoming a Transmeta Granting Subsidiary, would have been licensed under this Agreement.

2.2. Intel Release.

(a) Intel (for itself and on behalf of all persons acting for it, including directors, officers and employees, to the fullest extent Intel has such authority) and each of its Granting Subsidiaries and Affiliates, and their predecessors, successors and

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assigns hereby release, acquit and forever discharge Transmeta and its Covered Subsidiaries that are Covered Subsidiaries as of the Effective Date from any and all Claims, known or unknown, suspected or unsuspected, that they may have, have had or may have relating to or arising from any acts, omissions or statements made on or before the later of the Effective Date or, with respect to any Intel Granting Subsidiary, the date of becoming an Intel Granting Subsidiary.

(b)

Intel (for itself and on behalf of all persons acting for it, including directors, officers and employees, to the fullest extent Intel has such authority) and each of its Granting Subsidiaries and Affiliates, and their predecessors, successors and assigns hereby release, acquit and forever discharge all the direct and indirect distributors, customers and contract manufacturers of Transmeta and of its Covered Subsidiaries that are Covered Subsidiaries as of the Effective Date, from any and all claims for patent infringement based on the manufacture, use, sale, offer for sale or importation of any Transmeta products on or before the Effective Date.

2.3. Known and Unknown Claims. For clarity, and without limiting or changing the provisions of Sections 7.8 and 7.9 of this Agreement, the Parties hereby irrevocably waive any reliance upon Section 1542 of the California Civil Code, or any similar legal provision, which may be adjudicated for any reason to apply notwithstanding or as a result of Sections 7.8 and 7.9. Section 1542 of the California Civil Code states:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

As between themselves, and as between their Granting Subsidiaries on one side and their Covered Subsidiaries on the other, the Parties intend the provisions of Sections 2.1 and 2.2 to be a full release of all claims and liability, both known and unknown, arising out of any and all acts prior to the later of the Effective Date or the date of becoming a Granting Subsidiary of a Party (in the case of a Granting Subsidiary that becomes a Granting Subsidiary after the Effective Date). Further, as between Transmeta and each of its Granting Subsidiaries, on one side, and the direct and indirect distributors and customers of Intel and its Covered Subsidiaries on the other, the Parties intend the provisions of Section 2.1(b) to be a full release of all claims and liability, both known and unknown, arising out of any and all acts prior to the later of the Effective Date or the date of becoming a Transmeta Granting Subsidiary, which, had such acts been performed after the later of the Effective Date or the date of becoming a Transmeta Granting Subsidiary, would have been licensed under this Agreement. These full releases of known and unknown claims apply in any jurisdiction where an action or claim inconsistent with the release might be filed, notwithstanding the existence in any such jurisdiction of a statute or other legal provision similar to Section 1542 of the California Civil Code.

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2.4.	Ownership and Indemnification of Released Claims: Each of Intel and Transmeta hereby warrants, represents and agrees that it is the sole and lawful owner of all rights, title, and interests in and to every claim and every matter which it purports to release in this Section 2, and that it has not heretofore assigned or transferred, or purported or attempted to assign or transfer to any Person any claims or other matters herein released. Transmeta shall indemnify, defend and hold harmless any Person released hereunder from any and all future claims arising out of or relating to such assignment or transfer by Transmeta of any claims or other matters released herein. Intel shall indemnify, defend and hold harmless any Person released hereunder from any and all future claims arising out of or relating to such assignment or transfer by Intel of any claims or other matters released herein.
2.5.	Dismissal of Litigation. Within ten (10) days of the date of Transmeta’s receipt of the Initial Payment, the Parties shall file stipulations to dismiss all pending lawsuits between them with prejudice, each Party to bear its own attorneys’ fees and costs.
2.6.	Stipulation on Re-Examinations. Intel agrees that it will not voluntarily participate in any of the eleven reexamination proceedings declared by the United States Patent & Trademark Office in connection with the patents asserted by Transmeta in the litigation. Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement shall prevent or limit Intel from complying with any order of a court or other governmental authority.

3. Grant Of Rights

3.1. Intel Covenant Not to Sue. Subject to the terms and conditions of this Agreement and so long as Transmeta, its Affiliates and its Granting Subsidiaries have not Asserted any Transmeta Patent against Intel or any Intel Covered Subsidiary, Intel and its Granting Subsidiaries hereby agree that they shall not Assert any Intel Patent against Transmeta or its Covered Subsidiaries for:

(a)	the making or using of the subject matter claimed by such Intel Patent solely for the internal research purposes of Transmeta and its Covered Subsidiaries, so long as such research is conducted by Transmeta employees or contractors who are (i) engaged by and subject to duties of confidentiality to Transmeta and (ii) working at facilities regularly operated by Transmeta; and
(b)	the inducement or contributory infringement of such Intel Patent arising solely from Transmeta’s licensing of the Transmeta Power Management Technology (and related technology transfer and technical support services to the extent they are reasonably necessary to facilitate such licensing) but only as to the Transmeta Power Management Technology existing as of October 20, 2007.

For clarity, the above covenants (i) do not apply to, among other things, any marketing, distribution, sale, offering to sell, importation, manufacturing, purchasing or other disposition of any product or service, except as expressly set out in Section 3.1(b) above, and (ii) do not grant

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any license, immunity or protection, expressly or by implication, estoppel or otherwise, to any customer, licensee, distributor, importer or partner of Transmeta or its Subsidiaries for any act, including but not limited to the making, having made (including by Transmeta) offering to sell, selling using or otherwise disposing of any process, machine, manufacture or composition of matter. No right or covenant granted by Intel under this Section 3.1 is transferable, whether by assignment, Change of Control or operation of law, without Intel’s prior written consent, which consent may be withheld at Intel’s sole discretion.

3.2. Transmeta Licenses to Intel. Subject to the terms and conditions of this Agreement, Transmeta and its Granting Subsidiaries hereby grant to:

(a) Intel and its Covered Subsidiaries a non-exclusive, non-transferable, worldwide license, without the right to sublicense, under Transmeta’s Patents to:

(1)	make, use, sell (directly and/or indirectly), offer to sell, import and otherwise dispose of all Intel Licensed Products, alone and in combination with other Intel Licensed Products and/or other products; and
(2)	make, have made, use and/or import any equipment and practice any method or process for the manufacture, use, import and/or sale of Intel Licensed Products; and
(3)	have made products by another manufacturer for supply to Intel or to any Intel Covered Subsidiary for use, import, sale, offer for sale or disposition by Intel or any Intel Covered Subsidiary pursuant to the license granted above in Section 3.2(a)(1); and

(b) direct and indirect customers of Intel and its Covered Subsidiaries a non-exclusive, non-transferable, worldwide license, without the right to sublicense, under Transmeta’s Patents to use, sell, offer to sell, import and otherwise dispose of all Intel Licensed Products, alone and in combination with other Intel Licensed Products and/or other products; provided however, that any combination of one or more Intel Licensed Products with one or more other products shall be licensed under a patent claim of a Transmeta Patent reading on that combination if and only if the combination would not infringe the claim of the Transmeta Patent but for the inclusion of at least one Intel Licensed Product.

The Parties agree and acknowledge that customers of Intel and its Covered Subsidiaries are intended to be third-party beneficiaries under the terms of this Section 3.2.

3.3.

Software. Transmeta understands and acknowledges that Intel Licensed Products may consist of software, and that software is often distributed to end users by providing a single master copy of such software to a distributor, replicator, VAR, OEM or other agent and authorizing such agent to reproduce such software in substantially identical form and distribute it as a product of the providing Party. Accordingly, Transmeta agrees that the licenses granted to Intel in this Section 3 are intended to apply to the reproduction and subsequent distribution, as a product of Intel or of any of Intel’s

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Covered Subsidiaries, of such software Intel Licensed Products by any such authorized agent.

3.4. Covenants, Licenses and Subsidiaries.

(a) Intention for Controlled Subsidiaries to be Bound.

(1) Each Party (as used in this Section 3.4(a), the “First Party”) represents, warrants and covenants to the other Party (as used in this Section 3.4(a), the “Second Party”) that the First Party shall take all necessary actions, corporate, contractual or otherwise, required to ensure that:

i.	each and every of its Controlled Subsidiaries which meet the conditions requisite for being a Controlled Subsidiary as of the Effective Date shall meet the requisite conditions to become a Granting Subsidiary (including without limitation agreeing to be bound by the releases, licenses and other terms of this Agreement) no later than ninety (90) days from the Effective Date; and
ii.	each and every Person which subsequently becomes one of the First Party’s Controlled Subsidiaries shall become a Granting Subsidiary no later than sixty (60) days from the date such Person first meets all the conditions requisite for being a Controlled Subsidiary.

(2) The Parties agree that breach by a First Party of any covenant, representation or warranty set forth in Subsections 3.4(a)(1)i and 3.4(a)(1)ii above shall not be a material breach. Additionally, in the event of any such breach, the Second Party’s remedy shall be strictly limited to the rights, as its sole and exclusive remedies for any such breach:

i.

to seek and secure equitable relief ordering such First Party to take all necessary actions, corporate, contractual or otherwise, required to ensure that each and every First Party Controlled Subsidiary becomes a Granting Subsidiary; and

ii.

solely in the event a Person that is, as of the Effective Date, or at any time after the Effective Date becomes, a First Party Controlled Subsidiary and thus should have been bound to the terms of this Agreement pursuant to the terms of Subsection 3.4(a)(1), but was in fact not so bound, makes an allegation at any time during the term of this Agreement of infringement of Patent Rights, including without limitation by initiation of litigation or of any administrative claim, against the Second Party, any Second Party Covered Subsidiary or their successors-in-interest, regardless of whether that Person is at the time of such initiation still a Controlled Subsidiary, the Second Party shall have the right to

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recover from the First Party all damages reasonably foreseeable and proximately caused by the First Party’s breach of any covenant, representation or warranty set forth in Subsections 3.4(a)(1)i and 3.4(a)(1)ii.

(3) Each Party agrees to take all steps that are reasonable and in good faith under the circumstances to ensure that all Patents directed to inventions that are made by its employees and former employees, as well as the employees and former employees of its Subsidiaries, and/or all Patents directed to inventions that are made by its contractors during performance of work paid for by the Party or any of its Subsidiaries, in each case, either alone or in conjunction with the employees and/or contractors of one or more of its Subsidiaries or third Persons (to the extent legally possible), are subject to the licenses or covenant not to sue under this Agreement. Each Party further agrees to take all steps that are reasonable and in good faith under the circumstances to ensure that all Patents directed to inventions that are made in substantial part using funding provided directly or indirectly by that Party and/or its Subsidiaries are covered by the licenses or covenant not to sue under this Agreement.

(b)	Election of Intel Minority Subsidiary to be Bound. Each Intel Minority Subsidiary may elect to become a Granting Subsidiary by agreeing in writing to be bound by the releases, licenses and all other terms of this Agreement. Each Intel Minority Subsidiary which becomes an Intel Granting Subsidiary will become an Intel Covered Subsidiary only if and for only as long as all requisite conditions of being an Intel Covered Subsidiary are met.
(c)	Broad Scope. In the event that neither a Party nor any of its Granting Subsidiaries has the right to grant a license or covenant not to sue under any particular Patent Rights of the scope set forth in this Agreement, then the license or covenant not to sue granted herein under such Patent Rights shall be of the broadest scope the Party or any of its Granting Subsidiaries has the right to grant.
(d)	Consent to Third-Party License Grant. If a third Person has the right to grant a covenant not to sue and/or license under Patent Rights within the scope of those granted under Section 3 of this Agreement, but such right is subject to the consent of the other Party or any of its Granting Subsidiaries (collectively, “Consenting Party”), the Consenting Party shall provide said third Person with any consent required to enable said third Person to so covenant not to sue and/or license on whatever terms such third Person may deem appropriate. In the event said Covered Party is required to pay any royalties or other consideration to such third Person for such grant of Patent Rights and the Consenting Party receives all or any portion of any such royalties or other consideration, the Consenting Party shall tender to such Covered Party an amount equal to the value of any royalties or other consideration received by the Consenting Party as a result of said third Person so covenanting not to sue and/or licensing such Covered Party, but such

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	amount shall in no case be more than the amount such Covered Party actually paid to said third Person for such grant of Patent Rights.
(e)	No Sham Subsidiaries. The Parties represent, warrant and covenant that they shall not participate in the creation or acquisition of any Subsidiary where a primary purpose of such creation or acquisition is to extend the benefits of this Agreement to a third Person. The Parties agree that any such attempt shall not extend any rights under this Agreement to such third Person or Subsidiary, including without limitation any benefit as a Covered Subsidiary.
(f)	Restricted Patent Rights. If any Transmeta or any Transmeta Granting Party owns or has the right to enforce or control the enforcement of any Patent Rights, but does not have the right to license such Patent Rights to Intel under the terms of this Agreement (such Patent Rights referred to in this Section 3.4(f) as “Restricted Patent Rights”) then, if and to the extent such Restricted Patent Rights would have been licensed to Intel under this Agreement if Transmeta or the Transmeta Granting Subsidiary had the right to license such Restricted Patent Rights:

(1)	Transmeta and the Transmeta Granting Subsidiary hereby grants to Intel, and promises for itself and its permitted successors and assigns of such Restricted Patent Rights to abide by its grant of, an immunity from suit for infringement of such Restricted Patent Rights of a scope identical to the rights that would have been granted under this Agreement if Transmeta or the Transmeta Granting Subsidiary had the right to license such Restricted Patent Rights;
(2)	Transmeta and the Transmeta Granting Subsidiary shall not give its assent if that assent is required to allow a third Person to Assert the Restricted Patent Rights against Intel products or activities; provided that in any event Transmeta and the Transmeta Granting Subsidiary shall be free to fulfill its preexisting contractual obligations to provide assistance and support as may be required under any pre-existing contractual agreement; and
(3)	Transmeta and the Transmeta Granting Subsidiary promise to offset or repay over to Intel any monetary awards for damages and/or royalties to be paid or paid by Intel and owing to or ultimately delivered to Transmeta or the Transmeta Granting Subsidiary as a result of litigation or received in compromise of any claim by the holder of the Restricted Patent Rights against Intel Licensed Products to the extent attributable to such Restricted Patent Rights.

(g) Cessation of Subsidiary Status. Notwithstanding anything to the contrary contained in this Agreement, the extension of rights under Sections 3.1 and 3.2 hereof to a Covered Subsidiary shall apply only during the time period when such Covered Subsidiary meets all requisite conditions of being a Covered Subsidiary.

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	However, if a Granting Subsidiary of a Party holds any Patents that are licensed to or the subject of a covenant not to sue for the benefit of the other Party and its Covered Subsidiaries under the terms of this Agreement and that Granting Subsidiary ceases to meet all requisite conditions of being a Granting Subsidiary for any reason, the licenses or covenants not to sue granted by such Granting Subsidiary to the other Party and its Covered Subsidiaries under the terms of this Agreement shall continue for the life of the Patents subject to such licenses, and the terms of Sections 7.14 and 7.15 shall continue to apply to such Patents, even after such entity ceases to meet all the requirements of being a Granting Subsidiary.
(h)	Rights Requiring Payment to Third Parties. Notwithstanding anything to the contrary contained in this Agreement, in the event that a Party or any of its Granting Subsidiaries (the “Grantor”) obtains any Patent Rights that would be included within the Patents licensed or covenants not to sue under this Agreement but for the fact that granting such a license or covenant would require such Grantor to make payments to a third Person who is not its Subsidiary, such Patent Rights shall be included within the Patents, if the other Party or one or more of its Covered Subsidiaries agrees in a separate written agreement to be bound by, and protect such Grantor against, those payment obligations.
(i)	Rights to Former Subsidiaries. Notwithstanding anything to the contrary in this Agreement, including without limitation the provisions of Section 3.4(g), Transmeta grants to each Intel Covered Subsidiary that becomes a Former Subsidiary a patent license sufficiently broad to encompass the existing and anticipated business operations of the Former Subsidiary as of the time the Former Subsidiary ceases to meet all requirements of being a Subsidiary, as set forth in the definition of that term in Section 1.19, provided that:

(1)	within six (6) months of the date the Former Subsidiary ceases to meet all requirements set forth in the definition of Subsidiary, Intel notifies Transmeta in writing of its intention to exercise its rights under this Section 3.4(i); and
(2)	the Former Subsidiary does not first initiate a lawsuit or other proceeding alleging patent infringement against Transmeta or any of its Granting Subsidiaries for the activities that are subject to the covenant granted in Section 3.1 of this Agreement.

3.5. No Other Rights. No rights are granted under this Agreement, by implication, estoppel, statute or otherwise, except as expressly set forth herein. Without limiting the previous sentence, except as expressly provided in Section 3, nothing in the licenses or immunities granted under this Agreement or otherwise contained in this Agreement shall expressly or by implication, estoppel or otherwise give either Party or any of its Granting Subsidiaries any right to license (or sublicense) the other Party’s Patents to others. Nor does anything in this Agreement grant any license to any Transmeta Covered Party.

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4. Business Terms

4.1.	Consideration and Payment. In consideration of the Parties’ obligations under this Agreement, including without limitation the releases, covenants and licenses set forth in Sections 2 and 3, Intel shall make (i) a one-time non-refundable cash payment of One Hundred and Fifty Million U.S. Dollars (US$150,000,000) to Transmeta (“Initial Payment”) within thirty (30) days of the Effective Date, and (ii) non-refundable annual payments of Twenty Million U.S. Dollars (US$20,000,000) to Transmeta payable on January 31st of every year beginning in 2009 and continuing through 2013. For purposes of clarification, the total amount paid by Intel to Transmeta under this Section 4.1 shall not exceed Two Hundred and Fifty Million U.S. Dollars (US$250,000,000). Intel shall pay the sums due by wire transfer for the account of Transmeta to such account as Transmeta may indicate from time to time by written notice to Intel in accordance with this Agreement no less than thirty (30) days before any payment is due to Transmeta.
4.2.	Taxes. The payments specified in Section 4.1 above shall be the total amount paid by Intel, without any additional amounts due or paid as a result of any present and future taxes (including without limitation any income taxes, sales taxes, use taxes, stamp taxes, value added taxes, property taxes and all other taxes, duties or imposts) that may be imposed by any taxing authority on or in relation to this Agreement. Payment of any and all such taxes shall be the sole responsibility of Transmeta. In the event Intel in its reasonable judgment believes that it is prohibited by law from making the payment specified in Section 4.1 unless Intel deducts or withholds taxes therefrom and remits such taxes to any taxing jurisdiction, Intel shall notify Transmeta of such belief in writing and confer with Transmeta in good faith regarding the basis for such belief. If after conferring with Transmeta, Intel continues to believe that it is prohibited by law from making the payment specified in Section 4.1 unless Intel deducts or withholds taxes therefrom and remits such taxes to any taxing jurisdiction, then Intel may duly withhold and remit such taxes and shall pay to Transmeta the remaining net amount after the taxes have been withheld. If under any applicable income tax treaty the amount of taxes withheld can be reduced, Intel will do so provided that Transmeta provides all documents necessary to avail itself of this reduction in withholding tax. Intel shall not reimburse Transmeta for the amount of such taxes withheld. Upon Transmeta’s request, Intel will promptly furnish Transmeta with a copy of an official tax receipt or other appropriate evidence of any taxes imposed on payments made under this Agreement.
4.3.	Technology License Agreement. Concurrent with the execution of this Agreement, the Parties will enter into a Technology License Agreement substantially in the form attached as Exhibit A hereto pursuant to which Transmeta will license to Intel and its Covered Subsidiaries Transmeta’s LongRun, LongRun2 and related technologies.

5. Term, Termination And Suspension

5.1. Term. This Agreement and the rights and licenses granted under this Agreement shall become effective on the Effective Date, and shall continue in effect until the expiration of

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	the last to expire of the Patents, unless earlier terminated by the Parties pursuant to Section 5.2.
5.2.	Termination and Suspension. This Agreement may only be terminated upon the mutual written agreement of all of the Parties. However, the Parties shall have the limited right to temporarily suspend performance of certain obligations in the following circumstances:

(a)

Limited Right To Suspend Performance By Intel. In the event that Intel, an Intel Covered Subsidiary, and/or a direct or indirect customer of Intel is sued for infringement of one or more Transmeta Patents that Intel contends is(are) licensed under this Agreement, or Intel receives from a direct or indirect customer of Intel a written tender of indemnification based upon a written charge of infringement of one or more Transmeta Patents that Intel contends is(are) licensed under this Agreement, then Intel shall have the right to suspend making the payments required by Section 4.1 until (i) such suit is dismissed, (ii) such charge is withdrawn in writing, or (iii) the issue of whether or not the alleged infringement is licensed under this Agreement has been adjudicated or otherwise resolved. Transmeta agrees that Intel’s good faith suspension of performance under this Section 5.2(a) shall not constitute a breach of this Agreement.

(b)

Limited Right To Suspend Performance By Transmeta. In the event that Intel fails to make any payment required by Section 4.1 and Intel has not invoked its rights under Section 5.2(a), Transmeta shall have the right to suspend the licenses granted under Section 3.2 until all payments, including accrued interest, have been made to Transmeta, at which time the licenses to Intel under this Agreement shall immediately resume effective as of the date of the initial suspension. Intel agrees that Transmeta’s good faith suspension of performance under this Section 5.2(b) shall not constitute a breach of this Agreement. For purposes of clarity, Transmeta shall not have the right to suspend performance under this Section 5.2(b) based solely on Intel’s invocation of its rights under Section 5.2(a).

5.3. Survival. The provisions of Sections 1, 2, 3, 4.1, 5.3, 6 and 7 will survive any termination or expiration of this Agreement as a whole.

6. Warranties and Disclaimer

6.1. Transmeta represents and warrants that:

(a)	Transmeta has not assigned or granted any exclusive licenses to any third Person for any Transmeta Patent Rights prior to the Effective Date; and
(b)	Transmeta has taken, and will continue to take, steps that are reasonable and in good faith under the circumstances to ensure that all Patent Rights having a first effective filing date or priority date during the Capture Period and directed to inventions made by the employees and former employees of Transmeta and its

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	Granting Subsidiaries during and within the scope of their employment at Transmeta have been assigned to Transmeta and are included as Transmeta Patents under this Agreement; and
(c)	Transmeta has the right and authority to grant the licenses granted under Section 3.2 of this Agreement.

6.2. Nothing contained in this Agreement shall be construed as:

(a)	a warranty or representation by any Party or any Granting Subsidiary as to the validity, enforceability or scope of any class or type of Patent Right; or
(b)	an agreement by or obligation of any Party or any Granting Subsidiary to bring or prosecute actions or suits against any third Person for infringement or conferring any right to bring or prosecute actions or suits against any third Person for infringement; or
(c)	an agreement by or obligation of any Party or any Granting Subsidiary to defend any action or suit brought by a third Person that challenges the validity of any of its patents; or
(d)	conferring any right to any Person to use in advertising, publicity, or otherwise, any trademark, trade name or names, or any contraction, abbreviation or simulation thereof, of any Party or any Granting Subsidiary; or
(e)	conferring by implication, estoppel or otherwise, to any Person, any license or other right under any Patent Rights, copyright, maskwork, trade secret, trademark or other intellectual property right, except the licenses, covenants and rights expressly granted under this Agreement; or
(f)	a requirement that either any Party or any Granting Subsidiary file or maintain any patent; or
(g)	an obligation of any Party or any Granting Subsidiary to file any patent application, or to secure any patent or Patent Rights, or to maintain any patent in force.

6.3.	NO IMPLIED WARRANTIES. EACH PARTY AND EACH GRANTING SUBSIDIARY HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES WITH RESPECT TO ITS PATENTS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
6.4.	Covenants. Transmeta covenants that, in the event that it is made aware of any patent or patent application directed to inventions made by its or its Granting Subsidiaries’ employees or former employees during and within the scope of their employment at Transmeta that has not been assigned to Transmeta, Transmeta shall cooperate with Intel

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in good faith and use efforts that are commercially reasonable under the circumstances to cause the applicable employee(s) or former employee(s) to assign the applicable patent or patent application to Transmeta.

6.5.

Indemnification. Transmeta shall indemnify and hold harmless Intel, its Covered Subsidiaries and each of their officers, directors and employees from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) of any kind finally levied against or incurred by Intel, its Covered Subsidiaries, and their officers, directors and employees, arising out of or in connection with any breach of any of the representations or warranties set forth in Section 6.1 of this Agreement. Intel shall have sole control of the defense and settlement of all claims, actions or proceedings and all negotiations relating thereto.

7. Miscellaneous Provisions

7.1. Authority. Each Party and each Granting Subsidiary represents and warrants that it has the right to grant the licenses and releases it grants under this Agreement.

7.2. No Assignment or Assumption.

(a)

General. This Agreement is personal to the Parties and their Granting Subsidiaries. Neither this Agreement nor any right or obligation hereunder shall be assignable or assumable, whether in connection with a Change of Control, bankruptcy or otherwise, either voluntarily, by operation of law or otherwise, without the prior written consent of the other Party, which consent may be withheld at the sole discretion of such other Party; provided, however, that Transmeta may, in its sole discretion, and without consent by Intel, sell, assign, transfer or pledge the rights to receive payments under Section 4.1 of this Agreement. Notwithstanding the foregoing, Transmeta may assign this Agreement in connection with a sale or transfer of all or substantially all of its assets (including in connection with a Change of Control or by operation of law); provided that (i) Transmeta gives Intel not less than twenty (20) days’ prior written notice and (ii) the assignee agrees in writing to be bound by all the terms and conditions of this Agreement. The Parties agree that, upon any assignment or transfer of this Agreement by Transmeta, whether by assignement, Change of Control or operation of law, the covenants granted by Intel in Section 3.1 herein shall automatically and immediately terminate without any further action or notice by Intel unless Intel has granted prior written consent specifically directed to the assignment of the covenants pursuant to Section 3.1.

(b)

Assignment or Assumption in Bankruptcy. Without limiting any other provision of this Agreement, with respect to any proposed or purported assumption or assignment of any right or duty under this Agreement by a Party or any Covered Subsidiary during or in connection with any bankruptcy proceeding related to that Party or Covered Subsidiary, the Parties agree and stipulate as follows:

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(1)	This Agreement is an executory agreement under 11 U.S.C. § 365 (Title 11 of the United States Code being henceforth referred to in this Section 7.2(b) as the “Bankruptcy Code”);
(2)	This Agreement is personal to the Parties and their Granting Subsidiaries. As a licensor of, or grantor of covenants related to, intellectual property (as that term is defined in Section 101 of the Bankruptcy Code) under this Agreement, in entering this Agreement and granting the rights it grants under this Agreement, each Party and each Granting Subsidiary has, in its efforts to protect its own valuable intellectual property, relied on the particular skills and business qualities of the recipients of such rights. Such skills and business qualities include, without limitation, the expected future innovation of the other Party and its Covered Subsidiaries to be licensed to each Party and Covered Subsidiary under this Agreement, and the particular market segments addressed by the other Party and its Covered Subsidiaries in their businesses. Therefore, the Parties and the Granting Subsidiaries agree that in the event of either Party’s entry into bankruptcy proceedings of any kind (including without limitation the entry into bankruptcy proceedings of any kind by any Covered Subsidiary), this Agreement is of the type described in Section 365(c)(1) of the Bankruptcy Code because U.S. patent law prohibits the assignment of a patent license without the consent of the licensor, and thus, notwithstanding the provisions of Section 365(f) of the Bankruptcy Code or any similar provision, this Agreement may not be assumed or assigned in bankruptcy by a Party or any of its Covered Subsidiaries without the consent of the other Party to this Agreement.
(3)	The Parties agree that in the event that Transmeta and/or its Granting Subsidiary files or has filed against it a petition for relief under the Bankruptcy Code and this Agreement were rejected in such case, Intel may, in accordance with Section 365(n)(1)(B) of the Bankruptcy Code, elect to retain its license rights with respect to the Transmeta Patents under Section 3 of this Agreement, in which event Intel shall remain liable to the extent provided in Section 365(n)(1)(B) for the payments set forth in Section 4.1 and such payments shall be deemed royalties for the ongoing licenses set forth in Section 3.2 herein.

(c) Any purported assignment, assumption or transfer in violation of this Section 7.2 shall be null and void. Subject to the provisions of this Section 7.2, this Agreement shall be binding upon and inure to the benefit of the Parties, the Granting Subsidiaries and their permitted successors and assigns.

7.3. Notice. All notices required or permitted to be given under the terms of this Agreement shall be in writing (regardless of whether the provision requiring such notice expressly calls for such notice to be in writing) and shall be delivered by hand, or if dispatched by

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prepaid air courier or by registered or certified airmail, postage prepaid, addressed as follows:

If to Transmeta or any of its Granting Subsidiaries:	If to Intel or any of its Granting Subsidiaries:
President	General Counsel
Transmeta Corporation	Intel Corporation
2540 Mission College Blvd.	2200 Mission College Blvd.
Santa Clara, CA 95054	Santa Clara, CA 95052
United States of America	United States of America
With copies to:	With a copy to:
General Counsel	Director of Licensing
Transmeta Corporation	Intel Corporation
2540 Mission College Blvd.	2200 Mission College Blvd.
Santa Clara, CA 95054	Santa Clara, CA 95052
United States of America	United States of America
Mark A. Leahy, Esq.
Fenwick & West LLP
801 California Street
Mountain View, CA 94041
United States of America

	Such notices shall be deemed to have been served when received by the addressee or, if delivery is not accomplished by reason of some fault of the addressee, when tendered for delivery. Either Party may give written notice of a change of address and, after notice of such change has been received, any notice or request shall thereafter be given to such Party as above provided at such changed address.
7.4.	No Rule of Strict Construction. Regardless of which Party may have drafted this Agreement or any part thereof, no rule of strict construction shall be applied against either Party or any of its Granting Subsidiaries. If any provision of this Agreement is determined by a court to be unenforceable, the Parties shall deem the provision to be modified to the extent necessary to allow it to be enforced to the extent permitted by law, or if it cannot be so modified, the provision will be severed and deleted from this Agreement, and the remainder of the Agreement will continue in effect.
7.5.	Taxes. Subject to the provisions of Section 4.2, each Party and each Granting Subsidiary shall be responsible for the payment of its own tax liability arising from this transaction.
7.6.	Entire Agreement. This Agreement embodies the entire understanding of the Parties and their Granting Subsidiaries with respect to the subject matter hereof, and merges all prior oral or written communications between them, including without limitation, the Binding

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	Term Sheet. Neither of the Parties or their Granting Subsidiaries shall be bound by any conditions, definitions, warranties, understandings, or representations with respect to the subject matter hereof other than as expressly provided herein. No oral explanation or oral information by either Party or any Granting Subsidiary shall alter the meaning or interpretation of this Agreement.
7.7.	Modification; Waiver. No modification or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless assented to in writing by the Party who would be charged, or whose Granting Subsidiary would be charged, and the waiver of any breach or default will not constitute a waiver of any other right under, or any subsequent breach or default of, this Agreement.
7.8.	Governing Law. All matters arising out of or related to this Agreement, including without limitation all matters connected with its performance, shall be construed, interpreted, applied and governed in all respects in accordance with the laws of the United States of America and the State of Delaware, without reference to conflict of laws principles.
7.9.	Jurisdiction. All disputes and litigation arising out of or related to this Agreement, including without limitation matters connected with its performance and litigation between Covered Parties regarding the Patents licensed hereunder, shall be subject to the exclusive jurisdiction of the courts of the State of Delaware or of the Federal courts sitting therein. Each Party and each Granting Subsidiary hereby irrevocably submits to the personal jurisdiction of such courts and irrevocably waives all objections to such venue.
7.10.	Dispute Resolution. Any dispute arising out of or related to this Agreement shall be resolved as follows: First, within forty five (45) days from one Party’s written request to the other, senior executives of both Parties shall meet to attempt to resolve such dispute. If the senior executives cannot resolve the dispute, either Party may then make a written demand for formal dispute resolution by tendering to the other Party notice of the dispute and its intent to invoke the terms of this Section 7.10. The Parties agree to meet within ninety (90) days of such a demand with an impartial mediator selected by mutual agreement to consider dispute resolution alternatives other than litigation. In the event the Parties cannot agree on a mediator, they shall each select one nominator, who shall not at that time be employed by either Party, and the two nominators shall agree on and appoint the mediator. If the Parties have not resolved the dispute or agreed on an alternative method of dispute resolution within thirty (30) days after the one-day mediation, either Party may begin litigation proceedings; provided, however, nothing in this provision shall prevent either Party from seeking preliminary injunctive relief. The prevailing party in any legal action brought by one Party against the other and arising out of this Agreement shall be entitled, in addition to any other rights and remedies that such prevailing party may have, to reimbursement for all losses and expenses incurred by such prevailing party and its customers, including without limitation, court costs and reasonable attorneys’ fees. In addition, Intel shall further have the right to offset and

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deduct any monies awarded under this Section 7.10 from any payments required to be made by Intel under Section 4.1.

7.11. Confidentiality of Terms. Each Party and each Granting Subsidiary thereof shall keep the terms of this Agreement (including without limitation the payment terms) confidential and shall not now or hereafter divulge these terms to any third Person except:

(a)	with the prior written consent of the other Party; or
(b)	to any governmental body having jurisdiction and authority to compel such disclosure, provided that before such disclosure the Party or Granting Subsidiary required to make such disclosure shall seek confidential treatment of any disclosed portion of this Agreement and shall reasonably cooperate with the other Party in seeking and securing such confidential treatment; and provided that, in the event that Transmeta or any of its Granting Subsidiaries is requested or is legally required or becomes legally compelled by any governmental authority or regulatory body (including without limitation the Securities and Exchange Commission) or by statute or regulation or by oral questions, interrogatories, requests for information or documents, subpoena, criminal or civil investigative demand or similar process, including without limitation in connection with any public or private offering of the capital stock of Transmeta or any of its Granting Subsidiaries to disclose any terms of this Agreement, Transmeta and its impacted Granting Subsidiary shall provide Intel with prompt written notice of that fact before such disclosure and will use their best efforts to fully cooperate with Intel to seek a protective order, confidential treatment or other appropriate remedy with respect to the disclosure. In the event of any such disclosure, Transmeta or such compelled Transmeta Granting Subsidiary shall disclose only that portion of the confidential information that Transmeta is legally required to disclose and shall exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded such information to the extent requested by Intel and to the maximum extent possible under law. Transmeta and each Granting Subsidiary agrees that it shall provide Intel with drafts of the disclosing materials in which Transmeta or such Granting Subsidiary desires to disclose confidential information under this Section 7.11(b) at least five (5) business days prior to the proposed disclosure in order to afford Intel a reasonable opportunity to review and comment upon the proposed disclosure, and that it shall make any changes to such materials as requested by Intel to the extent permitted by law; or
(c)	subject to Sections 7.11(d) and 7.11(e) below, as otherwise may be required by law or legal process, including without limitation to legal and financial advisors in their capacity of advising a Covered Party with respect to such matters, provided such advisors are obligated not to further disclose to any other Person any portion these terms; or
(d)	during the course of litigation, so long as the disclosure of such terms and conditions are restricted in the same manner as is the confidential information of the other litigating parties and so long as (a) the restrictions are embodied in a

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court-entered protective order and (b) the disclosing Party or Granting Subsidiary informs the other Party in writing at least ten (10) days in advance of the disclosure; or

(e)	in confidence to legal counsel, accountants, banks and financing sources and their advisors having a reasonable need to know, solely in connection with complying with information requests associated with contemplated and executed financial transactions, subject to customary written obligations of non-disclosure, non-use and safe-keeping; or
(f)	Intel and its Covered Subsidiaries may state to any potential customer and any customer who has purchased an Intel Licensed Product that they believe such Intel Licensed Product is licensed under Transmeta’s Patents; or
(g)	Transmeta and its Covered Subsidiaries, if any, may, under a written agreement containing reasonable and customary non-disclosure terms, disclose to any potential customer and any customer who has licensed Transmeta’s Power Management Technology the exact text of Sections 3.1(a) and 3.1(b); or
(h)	Intel may disclose to its Minority Subsidiaries (and their shareholders) the terms of this Agreement to inform or facilitate the Minority Subsidiaries’ decision on whether to elect to be bound by this Agreement pursuant to Section 3.4(b) hereof; or
(i)	Either Party may file this Agreement in the United States Patent and Trademark Office in accordance with 35 USC §135(c) and 37 CFR §41.205, in which case the Party shall file the Agreement in a sealed envelope and request pursuant to 37 CFR §41.205(c) that the document be kept separate from the file of any application or interference, and made available only to government agencies on written request, or to any Person upon petition accompanied by the fee set forth in 37 CFR §41.20(a) and upon a showing of good cause.

Additionally, each Party may use similar terms and conditions in other agreements.

7.12. Publicity. Subject to the provisions of Section 7.11, the Parties agree they will make no public statements or announcements relating to this Agreement. Notwithstanding the foregoing, both Parties shall have the right under a confidentiality agreement to inform third parties under a confidentiality agreement of the rights, obligations and benefits granted to them and their Covered Subsidiaries under this Agreement.

7.13. Force Majeure. The Parties and their Granting Subsidiaries shall be excused from any failure to perform any obligation under this Agreement to the extent such failure is caused by war, acts of public enemies, strikes or other labor disturbances, fires, floods, acts of God, or any causes of like or different kind beyond the control of the Party or Granting Subsidiary excused from performing under this Section 7.13; provided, however, for clarity, that the refusal of a Party’s (or any Covered Subsidiary or Granting Subsidiary) to allow its Subsidiary to perform the Subsidiary’s obligations under this

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Agreement shall not be deemed to be beyond the control of such Subsidiary or the person so refusing, and shall be deemed a breach of this Agreement by both such Person and such Subsidiary.

7.14. Assignment of Patents. The Parties and their Granting Subsidiaries agree that the rights, licenses and covenants granted under this Agreement shall run with the assignment of any Patents. Furthermore, neither Transmeta nor any of its Granting Subsidiaries shall assign or grant any right under any of its Patents unless such assignment or grant is made subject to the rights and licenses granted under this Agreement. Any purported assignment or grant of right in violation of this Section 7.14 shall be null and void.

7.15. Patent Inquiries. Each Party (and, in the case of any Person that was but is no longer a Granting Subsidiary, any such Person) shall, upon a request from the other Party sufficiently identifying any patent or patent application, inform the other Party as to the extent to which said patent or patent application is subject to the licenses and other rights granted under this Agreement. If such licenses or other rights under said patent or patent application are restricted in scope, copies of all pertinent provisions of any contract or other arrangement creating such restrictions shall, upon request, be furnished to the Party making such request, unless such disclosure is prevented by such contract, and in such event, a statement of the nature of such restriction shall be provided.

7.16. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Any counterpart or other signature delivered in electronic form or by facsimile by a Party shall be deemed for all purposes as being a good and valid execution and delivery of this Agreement by that Party.

[The remainder of this page is left blank intentionally.]

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IN WITNESS WHEREOF, the Parties to have caused this Agreement to be duly executed on the date below written.

INTEL CORPORATION		TRANSMETA CORPORATION
By:	/s/ SUZAN A. MILLER	By:	/s/ LESTER M. CRUDELE
Suzan A. Miller		Lester M. Crudele
Printed Name		Printed Name
Vice President & Deputy General Counsel		President & Chief Executive Officer
Title		Title
December 31, 2007		December 31, 2007
Date		Date

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Exhibit A

Form of Technology License Agreement

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EX-10.38

EXHIBIT 10.38

CONFIDENTIAL TREATMENT REQUESTED

LongRun And LongRun2 Technology License Agreement

          This LongRun and LongRun2 Technology License Agreement (“Agreement”) is made and entered into as of December 31, 2007 (“Effective Date”), by and between Transmeta Corporation, a Delaware corporation having an office at 2540 Mission College Blvd., Santa Clara, CA 95054 (“Transmeta”), and Intel Corporation (“Intel”), a Delaware corporation having an office at 2200 Mission College Blvd., Santa Clara, CA 95052 (each of Transmeta and Intel being a “Party” and together the “Parties”).

RECITALS

          A. Transmeta and Intel entered into a Settlement, Release and License Agreement (“Settlement Agreement”) on December 31, 2007 to settle certain litigation matters.

          B. Transmeta has developed certain microprocessor power management and related technologies, including Transmeta Technology (as defined below) that Transmeta licenses to others.

          C. Transmeta wishes to grant to Intel, and Intel wishes to obtain from Transmeta, licenses for Intel to use and exploit the Transmeta Technology in connection with certain products in accordance with the terms and conditions set forth in this Agreement.

          D. Transmeta also wishes to provide to Intel, and Intel wishes to obtain from Transmeta, certain technology transfer and technical support services related to the Transmeta Technology in accordance with the terms of this Agreement.

          NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1. DEFINITIONS

     1.1 “Exploit” means to make, import, use, sell, or offer for sale, reproduce, distribute, create works derivative of, including to research, develop, modify, enhance, improve, have used, export, transport, promote, market or have sold or otherwise dispose of.

     1.2 “Foundry Service” means the service of manufacturing Integrated Circuits on behalf of third parties where the manufacturer provides the third parties with

*** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

process information (such as design rules) and/or cell libraries, library tools, standard cells, function block, macros (such as, by way of example, but not limitation, a digital or analog block or cell library) to be incorporated into the Integrated Circuits.

     1.3 “Have Made” means for Intel (or a sublicensed Intel Subsidiary (as defined below)) to contract with a third party or parties to perform designing or manufacturing functions for and on behalf of Intel (or the sublicensed Intel Subsidiary).

     1.4 “Integrated Circuit” means an integrated unit comprising one or more active and/or passive circuit elements associated on one or more substrates, such unit forming, or contributing to the formation of, a circuit for performing electrical functions (including, if provided therewith, housing and/or supporting means).

     1.5 “Intel Improvements” means any improvements, modifications, enhancements or extensions to, and derivative works of the Transmeta Technology, in whole or in part, developed by or for Intel or an Intel Subsidiary by any employee, contractor, consultant or agent of Intel or a Subsidiary who has had access to Transmeta Technology pursuant to this Agreement.

     1.6 “Intel Licensed Product” has the same meaning set forth in the Settlement Agreement.

     1.7 “Intellectual Property Rights” means Patent rights, mask work rights, copyrights, rights in trade secrets and know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world, exclusive of rights in and to trademarks, trade names, logos, service marks, other designations of source and design patents and design patent applications.

     1.8 “Licensed Products” means any active or passive circuit element, apparatus, appliance, circuit assembly, computer, device, equipment, firmware, housing, Integrated Circuit, instrumentality, material, method, process, service, software, substrate or other means for calculating, classifying, combining, computing, detecting, displaying, handling, hosting, imaging, inputting, manifesting, measuring, modifying, networking, originating, photographing, playing, printing, processing, providing, receiving, recording, reproducing, retrieving, scanning, serving, storing, switching, transmitting or utilizing any data or any other information for any purpose, including without limitation any component or subsystem thereof and any supplies therefor.

     1.9 “Patent(s)” means all classes or types of patents (including without limitation originals, divisions, continuations, continuations-in-part, extensions or reissues), and applications for these classes or types of patents throughout the world that are owned or controlled by Transmeta or any of its Subsidiaries at any time during the term of this Agreement or to which such entities have the right to grant licenses.

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     1.10 “Subsidiary” means any corporation, partnership, limited liability company or other entity recognized in any jurisdiction in the world, now or hereafter, in which a Party owns or controls (either directly or indirectly) any of the following:

          (a) if such entity has voting shares or stock or other voting securities, at least forty percent (40%) of the outstanding shares or stock or securities entitled to vote for the election of directors or similar managing authority; or

          (b) if such entity does not have voting shares or stock or other voting securities, at least forty percent (40%) of the ownership interest that represents the right to make decisions for such entity; or

          (c) any other ability to elect at least forth percent (40%) of the board of directors or similar managing authority of the subject entity, whether by contract or otherwise.

          An entity shall be deemed to be a Subsidiary under this Agreement only so long as the Party owning or controlling the shares, stock, securities or other ownership interest required under Sections 1.10(a), 1.10(b) or 1.10 (c) above has not contractually or otherwise surrendered, limited or in any other way constrained its authority to elect the managing authority or make decisions for the entity, and only so long as all the requisite conditions of being a Subsidiary are met. Subsidiary(ies) of Intel will be referred to as “Intel Subsidiary(ies)” and those of Transmeta will be referred to as “Transmeta Subsidiary(ies).”

     1.11 “Transmeta Technology” means Transmeta’s LongRun and LongRun2 power management and related technologies described in Exhibit A attached hereto, and including any improvements, modifications, enhancements or extensions thereto, or derivative works thereof, in whole or in part, developed by or for Transmeta or Transmeta Subsidiaries.

     1.12 “Transmeta Technology Deliverables” means those items of Transmeta Technology specified in Exhibit A attached hereto, that Transmeta will deliver to Intel in accordance with the terms of this Agreement.

     1.13 “Transmeta Documents” means the documents included in the Transmeta Technology Deliverables specified in Exhibit A attached hereto, that Transmeta will deliver to Intel pursuant to the terms of this Agreement.

2. LICENSES, LICENSE ROYALTIES AND NON-ASSERTION RIGHTS

     2.1 License Grant.

          (a) Transmeta hereby grants to Intel a worldwide, nonexclusive, nontransferable (except as specified in Section 10.1), non-sublicensable (except as

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specified in Section 2.2) and fully-paid-up license under all of Transmeta’s Intellectual Property Rights in and to Transmeta Technology to:

               (i) Exploit (and Have Made) Intel Improvements as incorporated into Intel Licensed Products;

               (ii) Exploit (and Have Made) Licensed Products; and

               (iii) use, reproduce, distribute and create works derivative of the Transmeta Documents, provided that Intel will comply with the confidentiality obligations hereunder to the extent Transmeta Confidential Information (as defined below) is included.

          (b) Transmeta hereby grants to Intel a worldwide, nonexclusive, nontransferable (except as specified in Section 10.1), non-sublicensable (except as specified in Section 2.2) and fully-paid-up license to disclose software interfaces in the Transmeta’s Technology for the purpose of facilitating Intel’s exercise of the rights and the licenses granted in Section 2.1(a) above.

          (c) It is acknowledged and agreed by the Parties that the rights and licenses granted under this Section expressly include the right and license for Intel to utilize any Transmeta Technology to provide Foundry Services to any third-party customers of Intel in order for such third-party customers to design and develop Licensed Products for manufacture by Intel or its Subsidiaries for such third-party customers, and to use, offer for sale, sell, or import such Licensed Products; provided however, that such Foundry Services shall be provided by Intel (or its Subsidiaries) and not by third-party manufacturers acting on behalf of Intel (or its Subsidiaries).

     2.2 Intel Subsidiaries. Intel has the right to sublicense any (or all) of the license rights granted in Section 2.1 to any Intel Subsidiary. Intel, however, will ensure the compliance by each and every such Intel Subsidiary with the terms and conditions of this Agreement. Notwithstanding the foregoing sentence, failure by Intel to ensure such compliance by its Subsidiary(ies) shall not, by itself, be grounds for Transmeta to terminate this Agreement.

     2.3 License Restrictions.

          (a) Restrictions on Have Made Rights. Intel acknowledges that any exercise of its “Have Made” rights under Section 2.1(a)(i) and 2.1(a)(ii) is expressly contingent upon Intel entering into a written agreement with its contract designer(s) or manufacturer(s) for the design or manufacture of Licensed Products (a “Contract Manufacturing Agreement"). Each Contract Manufacturing Agreement that Intel enters into shall contain provisions that protect Transmeta’s Intellectual Property Rights in and to the Transmeta Technology, Transmeta Technology Deliverables and Transmeta Confidential Information to at least the same extent Intel protects its own Intellectual Property Rights.

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          (b) Limited Rights. Intel’s rights in the Transmeta Technology, Transmeta Technology Deliverables and Transmeta Confidential Information will be limited to those expressly granted in this Agreement. Transmeta reserves all rights in and to the Transmeta Technology, Transmeta Technology Deliverables and Transmeta Confidential Information not expressly granted to Intel hereunder.

          (c) Specific Restrictions. Without limiting any restrictions or other limitations specified in Section 2.3(a) above, Intel further acknowledges that in no event shall Intel or a sublicensed Intel Subsidiary authorize or permit an Intel contract designer or manufacturer to Exploit or Have Made a Licensed Product for or on behalf of any party other than Intel or a sublicensed Intel Subsidiary, as applicable.

3. TECHNOLOGY TRANSFER SERVICES

     3.1 Transmeta Obligations: Transmeta will deliver to Intel the Transmeta Technology Deliverables as set forth in Exhibit A within two (2) months of the Effective Date.

     3.2 Technology Transfer Training Services. During and within the one-year period following the Effective Date (the “Technology Transfer Services Period”), Transmeta will provide to Intel the technology training as set forth in Exhibit A in accordance with the terms specified therein (Technology Transfer Training” ).

     3.3 Technical Support Services. If requested by Intel, and subject to the Parties’ mutual agreement regarding resource requirements and applicable service fees, Transmeta will make available to Intel during the Technology Transfer Services Period the technical support services specified in Exhibit B or as otherwise agreed between the Parties (“Technical Support Services”). Intel will have no obligation to request or engage Transmeta to provide any Technical Support Services pursuant to this Section 3.3 or otherwise. Unless otherwise agreed in writing between the Parties, Transmeta will have no obligation to provide additional Technical Support Services or training of any kind after the expiration of the Technology Transfer Services Period.

     3.4 Provision of Transmeta Technology “AS IS”. The Transmeta Technology, Transmeta Technology Deliverables, Technology Transfer Training and Technical Support Services are provided “AS IS.”

4. TERM AND TERMINATION

     4.1 Term. This Agreement will begin on the Effective Date and will remain in force perpetually unless and until terminated in accordance with Section 4.2.

     4.2 Termination. Either Party may terminate this Agreement if the other Party commits a material breach of this Agreement and fails to cure such breach within ninety (90) days following receipt of written notice from the non-breaching Party specifying the breach.

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     4.3 Effect of Termination. Upon the termination of this Agreement by either Party pursuant to Section 4.2: (i) all licenses and rights granted to Intel hereunder will (x) survive as to Licensed Products in existence or in development as of the effective date of termination (“Continuing Products”); (y) terminate as to any Licensed Products not in existence or in development as of the effective date of termination; (ii) Intel shall return to Transmeta or destroy all Transmeta Confidential Information and all Transmeta Technology Deliverables in its possession or control, provided that Intel (and sublicensed Intel Subsidiaries) may retain a reasonable number of copies thereof necessary for the provision of maintenance services to its then existing customers to which Intel and/or Intel Subsidiaries had already sold the Licensed Products and the exercise of the licenses granted in Section 2.1 as to the Continuing Products; and (iii) Transmeta shall return to Intel or destroy all of Intel Confidential Information that Transmeta may have obtained through the course of this Agreement.

     4.4 Survival. The rights and obligations of the Parties under Sections 1, 2 (only as to Continuing Products), 3.4, 4.3, 4.4, 5, 6, 7, 8, 9 and 10 of this Agreement also will survive the termination of this Agreement for any reason.

     4.5 Confirmation of Intel’s License Rights. The Parties acknowledge that the Transmeta Technology is “intellectual property” as defined in Section 101(35A) of the U.S. Bankruptcy Code (the “Code”), that this Agreement is governed by Section 365(n) of the Code, and that Intel will have the right to exercise all rights provided by Section 365(n) of the Code with respect to the Transmeta Technology. Without limiting the foregoing, the Parties agree that in the event that any bankruptcy proceeding is filed by or against Transmeta, and the bankruptcy trustee or debtor-in-possession rejects this Agreement, Intel will have the right to exercise all rights provided by Section 365(n) of the Code, including the right to retain its license rights to the Transmeta Technology under this Agreement and any agreement ancillary to this Agreement, subject to Intel’s ongoing compliance with this Agreement.

5. CONFIDENTIALITY

     5.1 Confidential Information. “Confidential Information” means any business or technical information of a Party that is identified and/or marked by the disclosing Party as Confidential Information at the time of disclosure. Examples of Confidential Information may include, but is not limited to, any information relating to business processes, operations, product plans, designs, costs, product prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how; and the terms and conditions of this Agreement. In addition, for the purpose of this Agreement: (i) the Transmeta Technology and Transmeta Technology Deliverables and information disclosed by Transmeta in connection with providing Technology Transfer Training pursuant to Section 3.2 and Technical Support Services pursuant to Section 3.3 shall be deemed Transmeta’s Confidential Information unless and until such information falls into any of the exceptions as provided in Section 5.3 below; and (ii) any Intel Improvements that Intel provides to Transmeta pursuant to this Agreement shall be deemed Intel Confidential Information unless and until such

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information falls into any of the exceptions as provided in Section 5.3 below. For the avoidance of doubt, it is acknowledged and agreed by the Parties that Intel has no obligation to disclose Intel Improvements to Transmeta under this Agreement.

     5.2 Use and Disclosure Restrictions. For a period of five (5) years from the Effective Date, neither Party (“Receiving Party”) will use the other Party’s (“Disclosing Party”) Confidential Information except for the purposes of exercising its rights and fulfilling its obligations hereunder, and will not disclose such Confidential Information to any third party except to its employees and consultants as is reasonably required in connection with the exercise of its rights and the fulfillment of its obligations under this Agreement (and, in case of any consultants, only subject to binding use and disclosure restrictions at least as protective as those protecting the Receiving Party’s own Confidential Information). In addition, Intel may disclose Transmeta’s Confidential Information to any (i) Intel Subsidiary to which Intel grants a sublicense pursuant to Section 2.2 hereof, (ii) to any third-party designer or manufacturer of Intel or such a sublicensed Intel Subsidiary for the purpose of exercising its rights under Sections 2.1(a)(i) and 2.1(a)(ii); and (iii) to any third-party customer of Intel or such a sublicensed Intel Subsidiary for the purpose of exercising its rights under Section 2.1; provided, that prior to any such disclosure, each such third party customer must execute a written non-disclosure agreement with Intel that contains use and disclosure restrictions at least as protective as those protecting Intel’s own Confidential Information. Each Party will use all reasonable efforts to protect and to maintain the confidentiality of all of the other Party’s Confidential Information in its possession or control by using the efforts that such Party ordinarily uses with respect to its own Confidential Information of similar nature and importance, but in no event less than reasonable efforts. The foregoing obligations will not restrict either Party from disclosing the terms of this Agreement: (i) pursuant to the order or requirement of a court administrative agency, or other governmental body, provided that the Party required to make such a disclosure gives reasonable notice to the other Party, to the extent reasonably practicable, so that the other Party may contest such an order or requirement or seek confidential treatment; (ii) on a confidential basis to its legal or professional advisors; (iii) as required under applicable securities regulations; and (iv) subject to execution of reasonable and customary written confidentiality agreements consistent with the restrictions set forth herein, to present or future providers of capital and/or potential acquirers of such Party or its assets associated with the subject matter of this Agreement.

     5.3 Exclusions. The obligations set forth in Section 5.2 will not apply to any information that: (i) is or becomes generally known to the public through no fault or breach of this Agreement by the receiving Party; (ii) the receiving Party can document was rightfully known to the receiving Party at the time of disclosure without an obligation of confidentiality owned to the disclosing party; (iii) the receiving Party can document was independently developed by the receiving Party without use of the disclosing Party’s Confidential Information; or (iv) the receiving Party rightfully obtains from a third Party without restriction on use or disclosure.

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6. OWNERSHIP

     6.1 Intellectual Property Ownership. It is acknowledged and agreed by the Parties that nothing in this Agreement shall affect either Party’s ownership of any Intellectual Property Rights which exist as of the Effective Date or will be generated independent of this Agreement thereafter.

     6.2 Proprietary Notices. Each Party will not delete or in any manner alter the patent, copyright, trademark, and other proprietary rights notices of the other Party (and its suppliers, if any) appearing on the documents (including but not limited to the Transmeta Technology and/or Transmeta Technology Deliverables, Intel Improvements), as provided or otherwise made available by the other Party hereunder. Each Party shall reproduce such notices on all copies it makes of the documents, as permitted hereunder.

7. REPRESENTATIONS AND WARRANTIES

     7.1 Warranty of Authority. Each Party represents and warrants to the other Party that it has the necessary corporate power, right and authority to enter into this Agreement, to carry out its obligations under this Agreement, and to grant the rights herein granted.

     7.2 Warranty Disclaimer of Transmeta. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TRANSMETA SPECIFICALLY AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE TRANSMETA TECHNOLOGY, TRANSMETA TECHNOLOGY DELIVERABLES, TECHNOLOGY TRANSFER TRAINING AND TECHNICAL SUPPORT SERVICES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, OR NON-INFRINGEMENT, EVEN IF TRANSMETA HAS BEEN MADE AWARE OF ANY PARTICULAR INTEL REQUIREMENTS.

     7.3 Warranty Disclaimer of Intel. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INTEL SPECIFICALLY AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS REGARDING INTEL IMPROVEMENTS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, OR NON-INFRINGEMENT, EVEN IF INTEL HAS BEEN MADE AWARE OF ANY PARTICULAR TRANSMETA REQUIREMENTS.

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8. INFRINGEMENT INDEMNITY

     8.1 Transmeta Obligations. Subject to Sections 8.2 and 8.4, Transmeta will, at its expense: (i) defend any third-party action or proceeding brought against Intel (or an Intel Subsidiary) to the extent it is based upon a claim that the Transmeta Technology and/or Transmeta Technology Deliverables, as provided by Transmeta to Intel under this Agreement, infringes or misappropriates any Intellectual Property Right of any third party; and (ii) settle such claim and pay any costs, damages and reasonable attorneys’ fees attributable to such claim incurred by Intel and/or Intel Subsidiaries in relation to this claim or that are payable in a settlement approved in advance and in writing by Transmeta, provided, however, that Transmeta shall not enter into any settlement that would impose any obligations or liability upon Intel without Intel’s prior written consent.

     8.2 Conditions to Defense Obligations. Transmeta will have no obligations to Intel under this Section 8 unless Intel: (i) provides Transmeta with written notice of the claim within thirty (30) days of receiving notice of the claim and (ii) provides Transmeta with all reasonably required information and assistance, at Transmeta’s expense, to defend or settle the claim. Intel reserves the right to retain counsel, at Intel’s expense, to participate in the defense and settlement of any such claim.

     8.3 Injunctions. If Intel’s use of the Transmeta Technology and/or Transmeta Technology Deliverables is, or in Transmeta’s opinion is likely to be, enjoined due to a claim of the type specified in Section 8.1 above, then Transmeta will, at its sole option and expense: (i) procure for Intel the right to continue using the Transmeta Technology and/or Transmeta Technology Deliverables under the terms of this Agreement; and/or (ii) replace or modify the Transmeta Technology and/or Transmeta Technology Deliverables to make it non-infringing but substantially equivalent in function; or (iii) if options (i) and (ii) above cannot be accomplished despite Transmeta’s commercially reasonable efforts, then Transmeta and Intel will work together to determine a mutually agreed-upon alternative solution.

     8.4 Exclusions. Notwithstanding the terms of Section 8.1, Transmeta will have no liability for any infringement or misappropriation claim of any kind to the extent it results from: (i) modifications to the Transmeta Technology or Transmeta Technology Deliverables not made by Transmeta or a party authorized in writing by Transmeta, if a claim would not have occurred but for such modifications; (ii) the combination, operation or use of the Transmeta Technology or Transmeta Technology Deliverables with any data, software, products or devices not provided by Transmeta or in connection with processes not provided by Transmeta, if a claim would not have occurred but for such combination, operation or use; (iii) Intel’s failure to use updated or modified versions of the Transmeta Technology or Transmeta Technology Deliverables provided by Transmeta if a claim would not have occurred but for such failure to use an updated or modified version; (iv) use of the Transmeta Technology or Transmeta Technology Deliverables by or on behalf of Intel or any Intel Subsidiary other than in accordance with this Agreement; or (v) use of the Transmeta Technology or Transmeta Technology Deliverables in any manner that would cause Transmeta to continue to incur liability to a

9

third party with respect to an infringement or misappropriation claim after notice from Transmeta to cease use thereof.

     8.5 Sole Remedy of Intel. AS BETWEEN TRANSMETA AND INTEL, THE PROVISIONS OF THIS SECTION 8 SET FORTH TRANSMETA’S SOLE AND EXCLUSIVE OBLIGATIONS, AND INTEL’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT OR MISAPPROPRIATION CLAIMS OF ANY KIND RELATED TO THE TRANSMETA TECHNOLOGY, TRANSMETA TECHNOLOGY DELIVERABLES, LICENSED PRODUCTS, AND ANY TECHNOLOGY TRANSFER TRAINING AND TECHNICAL SUPPORT SERVICES PROVIDED BY OR FOR TRANSMETA UNDER THIS AGREEMENT.

9. LIMITATION OF LIABILITY

     9.1 Exclusion of Damages. NEITHER PARTY WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, PROFITS, OR GOODWILL) IN CONNECTION WITH, ARISING OUT OF, OR RELATING TO THIS AGREEMENT OR THE USE OF THE TRANSMETA TECHNOLOGY, TRANSMETA TECHNOLOGY DELIVERABLES OR FROM TECHNOLOGY TRANSFER TRAINING OR TECHNICAL SUPPORT SERVICES PERFORMED BY TRANSMETA UNDER THIS AGREEMENT, OR INTEL IMPROVEMENTS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. The limitation set forth in the previous sentence will not apply to or restrict in any manner: (a) either Party’s liability arising from a breach of Section 5; (b) either Party’s liability arising out of any infringement, misappropriation or violation of the other Party’s Intellectual Property Rights; or (c) Intel’s liability arising from a breach of Section 2.3.

     9.2 Total Liability. IN NO EVENT WILL EACH OF TRANSMETA’S TOTAL LIABILITY TO INTEL AND INTEL’S TOTAL LIABILITY TO TRANSMETA IN CONNECTION WITH, ARISING OUT OF, OR RELATING TO THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND THEORIES OF LIABILITY, EXCEED [* * *]. The limitation set forth in the previous sentence will not apply to or restrict in any manner: (a) either Party’s liability arising from a breach of Section 5; (b) either Party’s liability arising out of any infringement, misappropriation or violation of the other Party’s Intellectual Property Rights; or (c) Intel’s liability arising from any breach of Section 2.3.

     9.3 Acknowledgment. Intel acknowledges that Transmeta has entered into this Agreement in reliance on the above limitations of liability, and that the same constitute a material basis of the bargain between the Parties. The Parties have agreed that the limitations specified above will survive any expiration or termination of this

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Agreement and will apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

10. GENERAL PROVISIONS

     10.1 Assignment. Neither Party may assign or transfer this Agreement and/or any rights and/or obligations hereunder, in whole or in part, whether by operation of law or otherwise, without the other Party’s express prior written consent, which consent will not be unreasonably delayed or withheld; provided that any such assignee or transferee shall agree in writing to be bound by the terms and conditions of this Agreement. Any attempt to assign or transfer this Agreement without such consent, will be null and void and without effect. Notwithstanding the foregoing, either Party may assign or transfer this Agreement, without the other Party’s consent, to a third party that succeeds to all or substantially all of its assets or related business (whether by sale, merger, operation of law or otherwise), and Transmeta may so assign this Agreement to an assignee or transferee of, or successor in interest to, Transmeta’s rights to license the Intellectual Property Rights in and to the Transmeta Technology; provided that any such assignee, transferee or successor agrees in writing to be bound by the terms and conditions of this Agreement. Subject to the foregoing, the rights and obligations of the Parties will be binding upon and inure to the benefit of the Parties’ permitted successors and lawful transferees and assigns.

     10.2 Independent Contractors. In performing their respective duties under this Agreement, each of the Parties will be operating as an independent contractor. Nothing contained herein will in any way constitute any association, partnership, or joint venture between the Parties hereto. Neither Party will have the power to bind the other Party or incur obligations on the other Party’s behalf without the other Party’s prior written consent.

     10.3 Equitable Relief. Each Party acknowledges and agrees that any breach of this Agreement with respect to the other Party’s Confidential Information may cause such other Party to incur irreparable harm and significant injury that would be difficult to ascertain and would not be compensable by damages alone. Accordingly, each Party acknowledges and agrees that, in addition to any and all remedies that the non-breaching Party may have at law or otherwise with respect to such a breach, the non-breaching Party will have the right to obtain specific performance, injunction or other appropriate equitable relief.

     10.4 Notice. All notices required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission, by courier or overnight delivery services, or by certified mail, and in each instance will be deemed given upon receipt. All communications will be sent to the addresses set forth below or to such other address as may be specified by either Party to the other in accordance with this Section. Either Party may change its address for notices under this Agreement by giving written notice to the other Party by the means specified in this Section.

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If to Transmeta:	If to Intel:
President	General Counsel
Transmeta Corporation	Intel Corporation
2540 Mission College Blvd.	2200 Mission College Blvd.
Santa Clara, CA 95054	Santa Clara, CA 95052
With copies to:	With a copy to:
General Counsel	Director of Licensing
Transmeta Corporation	Intel Corporation
2540 Mission College Blvd.	2200 Mission College Blvd.
Santa Clara, CA 95054	Santa Clara, CA 95052
Mark A. Leahy, Esq.
Fenwick & West LLP
801 California Street
Mountain View, CA 94041

     10.5 Compliance with Law; Export Controls. Each Party will comply with all laws and regulations applicable to such Party’s performance of this Agreement. Without limiting the generality of the foregoing, each Party will comply fully with all relevant export laws and regulations of the United States and all other countries having competent jurisdiction (“Export Laws”) to ensure that neither the Transmeta Technology, Transmeta Technology Deliverables nor any direct product thereof or technical data related thereto is: (i) exported or re-exported directly or indirectly in violation of Export Laws; or (ii) used for any purposes prohibited by the Export Laws, including, but not limited to nuclear, chemical, or biological weapons proliferation.

     10.6 Waiver. No failure by either Party to exercise or enforce any of its rights under this Agreement will act as a waiver of such rights, and no waiver of a breach in a particular situation will be held to be a waiver of any other or subsequent breach.

     10.7 Severability. If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent possible, and the other provisions of this Agreement will remain in force.

     10.8 Non-Exclusive Remedy. Except as otherwise set forth in this Agreement, the exercise by either Party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

     10.9 Force Majeure. Neither Party will be liable to the other Party for any delay or failure in its performance of this Agreement to the extent that such delay or failure is due to causes beyond its reasonable control, including, but not limited to, acts of God, fires, earthquake, explosions, labor disputes, war, terrorism, riots, inability to obtain

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energy or supplies, provided, that the non-performing Party promptly furnishes notice to the other Party and resumes performance as soon as practicable.

     10.10 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware. The parties expressly disclaim the application of the U.N. Convention on Contracts for the International Sale of Goods.

     10.11 Entire Agreement. This Agreement, including its exhibits, constitutes the complete and exclusive understanding and agreement between the Parties relating to the subject matter hereof and supersedes all contemporaneous and prior understandings, agreements and communications (both written and oral) relating to its subject matter; provided, however, that the Settlement Agreement shall continue in full force and effect without regard to the existence or validity of this Agreement. No modifications, alterations or amendments will be effective unless in writing signed by duly authorized representatives of both Parties.

     10.12 Publicity. Except as required by applicable law, neither Party will individually make or issue any press release or public statement related to this Agreement or any of the rights or obligations undertaken by either Party hereunder unless agreed otherwise in writing by both Parties prior to the issuance of any such press release or public statement.

     10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.

          IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly-authorized representatives as of the Effective Date.

TRANSMETA CORPORATION:		INTEL CORPORATION:
By:	/s/ LESTER M. CRUDELE	By:	/s/ SUZAN A. MILLER
Name:	Lester M. Crudele	Name:	Suzan A. Miller
Title:	President & Chief Executive Officer	Title:	Vice President & Deputy General Counsel
Date:	December 31, 2007	Date:	December 31, 2007

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EXHIBIT A

Transmeta Technology, Transmeta Technology Deliverables and

Training Services

The following documents and intellectual property will be delivered substantially in the form described below, although the exact titles and contents may change. The specific titles and bulleted descriptions are meant to be indicative of the content of each document.

1. Transmeta LongRun Power Management Overview
           [* * *]

2. Transmeta LongRun Code Morphing Software Examples
     •     Examples and documentation of [* * *].

3. Transmeta LongRun Product Engineering Documentation
          [* * *]

4. Transmeta LongRun Circuit Design Guide
          [* * *]

5. Transmeta LongRun2 Power Management Overview
          [* * *]

6. Transmeta LongRun2 DNW Design Guide
          [* * *]

7. Transmeta LongRun2 Circuit Design Guide
          [* * *]

8. Transmeta LongRun2 [* * *] methodology
          [* * *]

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9. Transmeta LongRun2 Transistor Optimization Guidelines
          [* * *]

10. Transmeta [* * *] Design Guide
          [* * *]

11. Transmeta’s Presentation Materials

     Instructional text, PowerPoint slides and other presentation materials used in connection with the training classes.

12. Transmeta Technology Training

Transmeta will hold training classes for Intel as soon as can be mutually agreed between the parties, but in no case later than June 30, 2008. Training classes will cover topics 3 and 5-9 listed above. Training classes will take no more than 10 full time equivalent business days.

15

EXHIBIT B

Transmeta Technical Support Services

1.	Consulting on [* * *]
2.	Consulting on [* * *]
3.	Consulting on [* * *]

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EX-23.01

EXHIBIT 23.01

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-49494, 333-56654, 333-77052, 333-89220, 333-104100, 333-118048, 333-124660, 333-131402 and 333-140371) of Transmeta Corporation of our reports dated March 16, 2008, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting which appear in this Form 10-K.

/s/ Burr, Pilger & Mayer LLP

San Jose, California
March 16, 2008

EX-31.01

EXHIBIT 31.01

CERTIFICATION

     I, Lester M. Crudele, certify that:

          1. I have reviewed this annual report on Form 10-K of Transmeta Corporation;

          2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

          3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

          4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

          a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

          b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

          c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

          d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

          5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

          a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

          b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ Lester M. Crudele
	Lester M. Crudele
	Chief Executive Officer (Principal Executive Officer)

Date: March 17, 2008

EX-31.02

EXHIBIT 31.02

CERTIFICATION

     I, Sujan Jain, certify that:

          1. I have reviewed this annual report on Form 10-K of Transmeta Corporation;

          2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

          3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

          4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

          a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

          b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

          c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

          d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

          5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

          a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

          b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ Sujan Jain
	Sujan Jain
	Chief Financial Officer (Principal Financial Officer)

Date: March 17, 2008

EX-32.01

EXHIBIT 32.01

CERTIFICATION
PURSUANT TO
18 U.S.C. SECTIONS 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     I, Lester M. Crudele, certify, to the best of my knowledge, that based upon a review of the Annual Report on Form 10-K of Transmeta Corporation, for the fiscal year ended December 31, 2007 (the “Form 10-K”), the Form 10-K fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of Transmeta Corporation for the annual period covered by the Form 10-K.

Date: March 17, 2008
By: /s/ Lester M. Crudele
President and Chief Executive Officer
Transmeta Corporation

A signed original of this written statement required by Section 906 has been provided to Transmeta Corporation and will be retained by Transmeta Corporation and furnished to the U.S. Securities and Exchange Commission or its staff upon request.

EX-32.02

EXHIBIT 32.02

CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     I, Sujan Jain, certify, to the best of my knowledge, that based upon a review of the Annual Report on Form 10-K of Transmeta Corporation, for the fiscal year ended December 31, 2007 (the “Form 10-K”), the Form 10-K fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of Transmeta Corporation for the annual period covered by the Form 10-K.

Date: March 17, 2008
By: /s/ Sujan Jain
Chief Financial Officer
Transmeta Corporation

A signed original of this written statement required by Section 906 has been provided to Transmeta Corporation and will be retained by Transmeta Corporation and furnished to the U.S. Securities and Exchange Commission or its staff upon request.